UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

(Mark One)

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934

     For the fiscal year ended December 31, 2004

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the transition period from _________________ to ______________________

                Commission file number 000-032103

                              Savoy Resources Corp.
                              ---------------------
                 (Name of small business issuer in its charter)

            Colorado                                            84-1522003
-----------------------------------                        --------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

                    18826 Pagentry Place
                   Monument, Colorado                                 80132
     ----------------------------------------------                ------------
     (Address of principal executive offices)                      (Zip Code)

Issuer's telephone number:  011-27-11-807-1446

Securities registered under Section 12(b) of the Exchange Act:

                                                        Name of each exchange on
      Title of each class                                    which registered

             None
          ----------                                           ----------

Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, $0.001 par value
                         ------------------------------
                                (Title of class)

<PAGE>
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [ ] No [X]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. Yes [ ] No [X]

State registrant's revenues for its most recent fiscal year.  $-0-
                                                              ----

Of the 64,003,333 shares of voting stock of the registrant issued and
outstanding as of May 17, 2005, 32,920,083 shares are held by non-affiliates.
The aggregate market value of the voting stock held by non-affiliates, computed
by reference to the last sale price at which the common stock was sold on May
17, 2005, is $4,478,515.


Transitional Small Business Disclosure Format:  Yes [  ]  No [X]





                                       2
<PAGE>


                              SAVOY RESOURCES CORP.

                                TABLE OF CONTENTS
                                -----------------

                                     Part I
                                                                            Page
                                                                            ----

Item 1.   Description of Business...........................................   4

Item 2.   Description of Property...........................................  13

Item 3.   Legal Proceedings.................................................  14

Item 4.   Submission of Matters to a Vote of Security Holders...............  14

                                 Part II

Item 5.   Market for Common Equity and Related Stockholder Matters..........  15

Item 6.   Management's Discussion and Analysis or Plan of Operation.........  20

Item 7.   Financial Statements..............................................  22

Item 8.   Changes In and Disagreements With Accountants on Accounting and
          Financial Disclosure..............................................  23

Item 8A.  Controls and Procedures...........................................  23

                                    Part III

Item 9.   Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of the Exchange Act.................  24

Item 10.  Executive Compensation............................................  29

Item 11.  Security Ownership of Certain Beneficial Owners and Management and
          Related Stockholder Matters.......................................  35

Item 12.  Certain Relationships and Related Transactions....................  38

Item 13.  Exhibits and Reports on Form 8-K..................................  40

Item 14.  Principal Accountant Fees and Services............................  45




                                       3
<PAGE>
                  CAUTION REGARDING FORWARD LOOKING INFORMATION

     This report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, including, without limitation, statements regarding our
expectations, beliefs, intentions or future strategies that are signified by the
words "expect," "anticipate," "intend," "believe" or similar language. All
forward-looking statements included in this report are based on information
available to us on the date hereof, and we assume no obligation to update any
such forward-looking statements. Our business and financial performance are
subject to substantial risks and uncertainties. Actual results could differ
materially from those projected in the forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements.

     References in this report to "Savoy Resources," the "company," the
"registrant," "we," "our" and "us" refer to Savoy Resources Corp. (formerly
Savoy Capital Investments, Inc.), a Colorado corporation.


                                     PART I

Item 1.      Description of Business

(a)      Business Development

     Savoy Resources Corp. is a gold and mineral exploration, development and
production company in the exploration and development stage. In May of 2004, we
entered into a joint venture agreement with the First Institute of Geology
Exploration of Heilongjiang Province, China, for the purpose of developing gold
and other mineral exploration operations in Heilongjiang province in
northeastern China. The joint venture was organized in July of 2004 with the
formation of Helongjiang Savoy Minerals Co., Ltd., under the laws of China and
the receipt of project approval, a business license and an exploration license
from the appropriate Chinese governmental agencies. In April of 2005, we sold
our 97% equity interest in Societe Siranna S.A.R.L., a gemstone acquisition and
marketing operation in Madagascar, an island off the east coast of Africa, to
Mr. Robert Slavik, a former officer and director of Savoy Resources who owns
approximately 6% of our outstanding common stock. As of the date of this report,
we have generated no revenue from operations. Our offices are located at 18826
Pagentry Place, Monument, Colorado 80132. Our telephone number is
011-27-11-807-1446 and our facsimile number is 011-27-11-807-1449. Our
informational web site on the internet is located at www.savoyresources.com.

     We were organized under the laws the State of Colorado on March 6, 1997,
under the name of "Savoy Capital Investments, Inc." On March 23, 2004, we
changed our name to "Savoy Resources Corp." From October 28, 1998, until
December of 2003, we pursued our business as an online residential and
commercial mortgage brokerage business; which was ultimately unsuccessful. We
raised funds from two small stock placements to fund our operations during this
period. From June through August of 2000, we sold 257,000 shares of common stock
to 45 persons for gross proceeds of $25,700 pursuant to the exemption from
registration under Section


                                       4
<PAGE>
3(b) of the Securities Act of 1933 and Regulation A thereunder and the exemption
under Section 11-51-308(1)(p) of the Colorado Securities Act. In January of
2000, we raised $5,000 from the sale of 200,000 shares of preferred stock to our
then President and legal counsel in reliance upon the exemption from
registration under Section 4(2) of the Securities Act of 1933. The 200,000 then
outstanding shares of preferred stock were canceled on March 31, 2004. The share
amounts in this paragraph are prior to the forward stock split effective on
March 26, 2004, and have not been restated to give effect to the stock split.

     On January 19, 2004, we completed the acquisition of 97% of the shares of
Societe Siranna S.A.R.L., a private Madagascar company, pursuant to the Share
Purchase Agreement dated December 23, 2003, between Savoy Resources and Mr.
Geoffrey Armstrong. Siranna owned two gemstone exploration properties in
northern Madagascar, together with full resource exploitation and gemstone
exportation permits. Under the terms of the Share Purchase Agreement, we
acquired 97% of the issued and outstanding shares of Siranna in exchange for
22,500,000 shares of our common stock, which were issued to Mr. Armstrong. As a
result of this transaction, we underwent a change in control and Siranna became
a 97%-owned subsidiary of Savoy Resources. With this acquisition, we took the
first step in our transition from an online residential and commercial mortgage
brokerage business to a gold and mineral exploration, development and production
company developing gold and other mineral exploration operations in Heilongjiang
Province, China, with our joint venture partners.

     In January of 2004, in conjunction with and as a condition precedent to the
business combination with Siranna, we granted options exercisable to purchase a
total of 27,900,000 shares of our common stock to six consultants to Savoy
Resources and Siranna under the Savoy Capital Investments, Inc. Stock Option
Plan. Since January of 2004, we have received consideration totaling $930,000,
including $920,000 in cash and $10,000 of services, from the exercise of options
to purchase all 27,900,000 shares. We registered all 27,900,000 shares of common
stock underlying the options pursuant to a Registration Statement on Form S-8,
File Number 333-112162, filed with the Securities and Exchange Commission on
January 23, 2004.

     On January 19, 2004, our Board of Directors and, on March 23, 2004, our
stockholders approved the change of our name from "Savoy Capital Investments,
Inc." to "Savoy Resources Corp." and a three-for-one forward split of our
outstanding shares of common stock, $0.001 par value per share. On March 23,
2004, we filed Articles of Amendment to our Articles of Incorporation with the
Colorado Secretary of State to amend our Amended and Restated Articles of
Incorporation in connection with the change of name and the three-for-one
forward stock split. The name change and the forward stock split became
effective at the opening of business on March 26, 2004, at which time our
17,090,000 then outstanding shares of common stock became 51,270,000 outstanding
shares. Except as otherwise indicated, the information in this report gives
retroactive effect to the name change and the forward stock split.

     The business combination with Siranna resulted in a change in the
composition of our Board of Directors and our management. On January 2, 2004,
Mr. Andrew N. Peterie, Sr., appointed Mr. Floyd Wandler as our sole director and
as President and Chairman of the Board of Directors and resigned as the sole
executive officer and director of the company. Mr. Peterie's resignation was not
prompted by any disagreement with us on any matter relating to our

                                       5
<PAGE>
operations, policies or practices. Mr. Wandler appointed Messrs. Clint B.
Sharples and Philip J. Walsh as additional members of the Board of Directors of
the company on February 3, 2004.

     Mr. Walsh resigned as a director of Savoy Resources on May 7, 2004. On July
15, 2004, Messrs. Wandler and Sharples resigned as executive officers and
directors of Savoy Resources and elected Mr. Robert Slavik to be the President,
the Chief Executive Officer, the Chief Financial Officer, the Principal
Accounting Officer and a director of Savoy Resources and Mr. Weiguo Lang to be
the Chairman of the Board of Directors and a director of Savoy Resources.
Messrs. Zhenglin "Charles" Ge and Daniel S. Mckinney were elected to serve as
directors of Savoy Resources on August 17, 2004.

     From August 16, 2004, through the date of this report, we raised gross
proceeds of $1,280,000 to fund our operations from the sale of units, including
a total of 11,083,333 shares of common stock and warrants exercisable to
purchase a total of 20,816,667 shares of common stock, in private placements to
each of EIB Capital Corp., KLM Consulting, Mr. Jean Guy Lambert and Alpha
Capital Aktiengeselschaft. Assuming the exercise of all of the warrants, we will
receive an additional $5,750,667. We issued units to EIB Capital Corp. in
reliance upon Section 4(2) of the Securities Act of 1933 that included 4,000,000
shares of common stock, series A warrants exercisable to purchase 5,600,000
shares of common stock, series B warrants exercisable to purchase 5,600,000
shares of common stock and series C warrants exercisable to purchase 1,200,000
shares. Five series A warrants are exercisable to purchase seven shares of
common stock for $1.40 per share, five series B warrants are exercisable to
purchase seven shares of common stock for $2.80 and ten series C warrants are
exercisable to purchase one share of common stock for $0.20. We received
consideration from EIB Capital consisting of $480,000 in cash, an undertaking of
$700,000 to fund the second payment due under our China joint venture and a
commitment for $200,000 in working capital. We relied upon the exemption from
registration under Regulation S under the Securities Act of 1933 for the
issuance of units to KLM Consulting for $300,000 in cash consisting of 3,750,000
shares of common stock and warrants exercisable to purchase 3,750,000 shares at
$0.20 per share, for the issuance of units to Mr. Lambert for $300,000 in cash
consisting of 2,000,000 shares of common stock and warrants exercisable to
purchase a total of 4,000,000 shares at $0.30 or $0.45 per share and for the
issuance of units to Alpha Capital for $200,000 in cash consisting of 1,333,333
shares of common stock and warrants exercisable to purchase a total of 666,667
shares, of which two warrants are exercisable to purchase one share of common
stock at $0.35. These transactions with EIB Capital Corp., KLM Consulting, Mr.
Lambert and Alpha Capital are described in detail elsewhere in this report under
Item 5. "Market for Common Equity and Related Stockholder Matters," (d) "Recent
Sales of Unregistered Securities" and Item 12. "Certain Relationships and
Related Transactions."

     On October 19, 2004, Mr. Armstrong transferred to Mr. Slavik 21,000,000 of
the 22,500,000 shares of common stock he received as consideration for the sale
to Savoy Resources of his 97% equity interest in Siranna. On February 1, 2005,
Mr. William T. Warden was elected to serve as a member of our advisory board. On
March 22, 2005, Mr. Slavik resigned from the offices of President and Chief
Executive Officer of Savoy Resources; Mr. Arthur Johnson was elected to be Mr.
Slavik's successor in these positions; and Mr. Michael G. Saner was elected to
serve on our advisory board. Mr. Johnson manages our domestic and international
operations;
                                       6
<PAGE>
supervises the administration of our gold and/or other resource projects in
China; and assists us in evaluating potential expansion into other resource
areas. On April 2, 2005, Mr. Lang resigned as the Chairman of the Board of
Directors of Savoy Resources; Mr. William T. Warden was elected to succeed Mr.
Lang as Chairman of the Board; and Mr. Johnson was elected to serve as a
director of Savoy Resources.

     On April 23, 2005, we sold our 97% equity interest in Siranna to Mr. Slavik
in consideration for his agreement to the cancellation and return to treasury of
19,000,000 of the 21,000,000 shares of common stock he received from Mr.
Armstrong in October of 2004, Mr. Slavik's retention of 2,000,000 of said shares
and our issuance to him of 2,000,000 additional shares of common stock. On May
10, 2005, Mr. Slavik resigned from the positions of Chief Financial Officer,
Principal Accounting Officer and director of Savoy Resources.

     On May 13, 2005, we settled certain litigation to which Savoy was a
defendant as a result of which we cancelled and returned to treasury 8,655,000
shares of common stock. The litigation and the settlement are described in more
detail elsewhere in this report under Item 3. "Legal Proceedings."

     See "Business of the Issuer" immediately below for a description of our
current operations and future proposed activities.

     (b)  Business of the Issuer

General

     We are a development-stage company that recently changed our business from
an online residential and commercial mortgage brokerage business to a gold and
mineral exploration, development and production company developing joint venture
gold exploration operations in Heilongjiang Province in northeastern China.
Since the business combination with Siranna, we have devoted the bulk of our
time, effort and resources to negotiating a joint venture agreement with a
government-owned, geological institute located in Heilongjiang Province, China,
capitalizing the joint venture and acquiring two gemstone exploration properties
located in northern Madagascar, together with permits allowing for full resource
exploitation and exportation, and to numerous organizational matters relevant to
developing a new business plan. We recently sold our equity interest in Siranna
to a former officer and director who owns approximately 6% of our outstanding
common stock. Our goal is to become a significant mineral exploration and
development company in the recently unrestricted Heilongjiang Province. We
presently expect that our China operations will focus primarily on metals
prospects, but we will also evaluate opportunities in energy and industrial
minerals if they become available.

China Operations

     General. Heilongjiang Province is the largest province in northeastern
China and covers an area of 469,000 square kilometers approximately the size of
Spain. The province is bordered by Russia, with proven mineral belts and
attractive mining opportunities.

                                       7
<PAGE>
Heilongjiang Province has a well-developed infrastructure and sits on the North
China Platform, one of the most extensive intrusion-related gold systems in the
world. There have been numerous reports and papers written on the geology of the
province as well as the gold and mineral prospects that are believed to be
located there. China is the world's sixth largest producer of precious metals
and other minerals and the fourth largest producer of gold. It is also one of
the world's foremost importers of precious metals and other minerals because its
industries consume more minerals than are domestically produced.

     Until recently, China's mining industry was a combination of state-owned
corporations and small private or individual operators. Presently, China, in
general, and Heilongjiang Province, in particular, are eager to locate North
American partners to help fund exploration and development and to provide modern
technological and geological expertise. Insofar as our prospects for success in
the region, we are further encouraged by the establishment, when China was
inducted as a new member of the World Trade Organization, of the China Gold
Association. We understand that the China Gold Association will act as a liaison
between the government and gold production companies and provide information and
protection of business interests.

     In addition to metals reserves, China also has enormous coal reserves and
the country is playing an increasingly important role in the global coal and
energy market. As the world's largest producer and consumer and the
second-largest exporter of coal, China is increasing the development of both
conventional and non-traditional energy sources, such as coal bed methane, to
meet the country's increasing energy demands. According to the China Energy
Research Society, China is carrying out a series of energy reforms and is
looking to Heilongjiang, Shanxi, and Guizhou Provinces and Inner Mongolia
Autonomous Region to be its principal suppliers of coal. Modernization of coal
production methods and coal bed methane production may provide the best solution
to the energy shortage, but requires advanced technology and large capital
expenditures. As we identify coal and other energy-producing concessions in
China, we will seek joint venture partners with production experience in these
areas.

     Joint Venture with the First Institute. In March of 2004, we entered into a
long-term joint venture agreement with the First Institute of Geology
Exploration of Heilongjiang Province (the "First Institute"), China, which was
finalized in May of 2004, for the purpose of conducting gold and other mineral
exploration, evaluation and mining in Heilongjiang Province and other areas of
mutual interest in China. To our knowledge, we are the first foreign company to
receive such comprehensive joint venture approval from the national and
provincial government authorities in Heilongjiang Province. The joint venture
was organized in June of 2004 upon the formation of Helongjiang Savoy Minerals
Co., Ltd., under the Sino-Foreign Contractual Joint Ventures Law of the People's
Republic of China after the China Economic Development and Reform Commission
issued project approval to the joint venture and the China Industry and Commerce
Bureau issued a business license, and the China Land and Resources Ministry
issued an exploration license, to the joint venture. The term of the joint
venture is a period of 15 years and is renewable upon mutual agreement at the
end of the term. A Board of Directors of the joint venture consisting of five
individuals oversees the joint venture operation. We have appointed three of the
directors, including Messrs. Arthur Johnson, our President, Chief Executive
Officer, Chief Financial Officer and Principal Accounting Officer, Weiguo Lang,
a director, and Michael G. Saner, a member of our advisory



                                       8
<PAGE>
board, and the First Institute has appointed two of the directors. The First
Institute's capital contribution to the joint venture includes exploration
expenditures on the Sishan Forestry Farm gold property for the past five years,
the business and exploration licenses issued by the government and the required
license evaluations, totaling $1,500,000. Our capital contribution requirement
consists of $3,500,000 in cash to be contributed to the joint venture by
December 31, 2006. We have contributed a total of $500,000 to the joint venture
through the date of this report. The schedule of the balance of $3,000,000 in
proposed capital contributions is as follows:



     o    $500,000 by July 31, 2005;

     o    $1,000,000 by December 31, 2005; and

     o    $1,500,000 by December 31, 2006.

     After we make certain capital contributions, the ratio of interest in and
the net profit from the joint venture will be allocated between the First
Institute and us as follows:

     o after we contribute the sum of $1,000,000, our ratio of interest and net
profit allocation will be 40% and the First Institute's ratio of interest and
net profit allocation will be 60%;

     o after we contribute the sum of an additional $500,000, our ratio of
interest and net profit allocation will be 53% and the First Institute's ratio
of interest and net profit allocation will be 47%; and

     o after we contribute the balance of the sum of an additional $2,000,000,
our ratio of interest and net profit allocation will be 70% and the First
Institute's ratio of interest and net profit allocation will be 30%.

     The First Institute is a modern, government-owned organization that employs
over 900 employees. It is responsible for mineral resource discoveries,
licensing and concessions in Heilongjiang Province. Over the past 50 years, the
First Institute has amassed a large database of information, including
comprehensive geological, geochemical, geophysical, business, operational and
technical information, covering the region and numerous mineral concessions it
controls. The Exploration and Option Agreement, which is incorporated in and
became effective contemporaneously with the joint venture agreement, grants us
complete and unrestricted access to the First Institute's database and the first
right of refusal on the disposition and exploration of all precious metal and
other mineral concessions held by the First Institute, including but not limited
to coal, coal bed methane and copper prospects. The Mineral Development Bureau,
the governing body in the mineral resources industry in Heilongjiang Province,
has also indicated its willingness to assist us to obtain access to exploration
data covering the remainder of Heilongjiang Province held by other institutes.
Based upon the databases of the First Institute and the other institutes, we
expect to be able to identify prospective acquisitions for a range of mineral
commodities, including gold, platinum, base metals and coal.

     We have been conducting research activity in China since January of 2004,
with our geological consultants on site reviewing the First Institute's
database. To date, we have identified three target properties. According to
available information, the initial target property,

                                       9
<PAGE>
the Shishan Forest Farm gold property, is a 31 square kilometer concession that
contains a high-grade gold prospect. We have established an exploration and
initial phase development budget of $3.5 million for work on the property over
the next two years once funding is secured. We have received the exploration
permit from the Ministry of Land and Resources of China for the Sishan Forest
Farm Gold property. We have also identified two other properties with high
potential and our management is currently working to evaluate the available data
more fully before we establish other budgets. We expect to begin work on these
concessions by summer 2005 if adequate funding is secured.

     Under the terms of the joint venture agreement with the First Institute,
the joint venture will hold the exploration licenses to all of the properties
held by the First Institute in northeastern China. However, the joint venture
agreement grants us the exclusive right to transfer or assign all or any part of
our interests or rights to other parties that take part in the exploration or
development activities for the benefit of the joint venture. Accordingly, as we
identify viable opportunities in various resource areas, we will have the right
to partner with the best-qualified mining company on any particular project. Our
partners will not be part of the joint venture, but will have a direct
commercial relationship with us. Further, any mining company desiring to conduct
mineral exploration and/or development in Heilongjang Province will be able to
negotiate an agreement directly with us for the benefit of the joint venture.
The joint venture expects to have a carried interest in any of these
transactions.

Competition

     We believe that we are the first company that has received comprehensive
joint venture approval in Heilongjiang Province of China. Accordingly, mining
companies that desire to conduct mineral exploration and/or development in
Heilongjang Province will be able to negotiate an agreement directly with us for
the benefit of the joint venture. We believe that we have a competitive
advantage over other companies in becoming a significant mineral exploration and
development company in China because of the following factors:

     o    our joint venture relationship with the First Institute;

     o    our growing rapport with the Chinese government; and

     o    the geological expertise available to the Chinese from our new
          management.

Governmental Regulation

     We understand that we are not currently subject to direct United States
federal, state or local governmental environmental regulations other than
regulations applicable to businesses generally. We do not anticipate that we
will be subject to United States federal, state or local environmental
regulations because all of our proposed mineral exploration and development
operations are offshore.

     We are not certain how our business may be affected by the application of
existing foreign laws governing issues such as the environment, property
ownership, taxation and qualification to do business. This uncertainty could
reduce our ability to conduct exploration

                                       10
<PAGE>
operations, increase the cost of doing business as a result of possible
litigation costs and increase exploration, development and production costs.

     Environmental Considerations. Before we commence any mining activities, we
will conduct, together with the First Institute, an environmental audit in order
to compile an inventory of environmental conditions. This audit will be the
basis for assigning liability according to The Environmental Protection Law of
China, which provides that the party causing environmental damage is liable for
the damage. Under the joint venture agreement, we will not be liable for
environmental damage that is not caused by our or our partners' exploration
activities. We have agreed in the joint venture agreement to operate in
accordance with high environmental protection standards and that we will be
responsible for environmental damage cause by the joint venture as provided in
the agreement.

Employees

     Mr. Johnson replaced Mr. Robert Slavik on March 22, 2005, who, in turn,
replaced Mr. Floyd Wandler on July 15, 2004, as our President and Chief
Executive Officer. Mr. Johnson replaced Mr. Slavik as our Chief Financial
Officer and Principal Accounting Officer on May 10, 2005. He manages our
domestic and international operations; supervises the administration of our gold
and other mineral projects in China; and assists us to evaluate potential
expansion into other resource areas. We have no employment or other agreement
for remuneration with Mr. Johnson as of the date of this report, although we
intend to enter into such an agreement with him in the near future. We reimburse
Mr. Johnson for all normal and reasonable travel and other expenses he incurs in
the performance of his responsibilities for us.

Consultants

     Mr. Weiguo Lang was retained as a consultant in the area of market
development in Asia pursuant to a Consulting Services Agreement that commenced
on January 2, 2004, and terminated on January 2, 2005. Since the termination of
the agreement, Mr. Lang has continued to perform consulting services for us
pursuant to a verbal arrangement on a month-to-month basis. His principal
responsibilities include the following:


     o    assisting us to further the exploration and development of our
          resource interests throughout China;

     o    acting as our liaison with the various levels of government in China;

     o    advising and assisting us to develop and execute strategies for
          business development in Asia; and

     o    establishing and helping maintain effective communications programs
          with the mining industry and other interested persons in Asia.


                                       11
<PAGE>
Mr. Lang's compensation under the terms of the Consulting Services Agreement was
the option exercisable to purchase 1,500,000 shares of our common stock that we
granted to Tianjin Chinaquantum Investment and Trade Co. Ltd., a corporation he
owns and manages, under the Savoy Capital Investments, Inc. Stock Option Plan.

Additionally, we reimburse him for normal and reasonable travel and other
expenses he incurs in the performance of his responsibilities. For the year
ended December 31, 2004, Mr. Lang incurred travel and other expenses totaling
approximately $101,569, of which $61,931 has been reimbursed and $39,638 has
been accrued.

     Mr. Geoffrey Armstrong has been retained as a consultant in the capacity of
administrative assistant. Mr. Armstrong's Consulting Services Agreement
commenced on January 2, 2004, and terminated on January 2, 2005. He has been
performing consulting services for us pursuant to a verbal arrangement on a
month-to-month basis since the termination the agreement. His principal
responsibilities are the following:

     o    establishing and helping maintain effective communications programs
          with the mining industry and other interested parties in Asia;

     o    assisting with and overseeing the preparation of all filings with
          regulatory agencies, including the SEC, and correspondence relating to
          the filings;

     o    acting as a liaison between us and our attorneys and auditors and
          others; and

     o    assisting us with the proper maintenance of all company files and
          filings.

To date, we have paid Mr. Armstrong a signing bonus of $2,000.00, consulting
fees aggregating $50,000.00 at the rate of $2,000.00 per month from January 2
through July 31, 2004, and at the rate of $4,000.00 from August 1 through April
30, 2005. We reimburse Mr. Armstrong for normal and reasonable travel and other
expenses incurred in the performance his responsibilities on our behalf.

     Mr. Art Charpentier has been retained as our bookkeeper on an independent
contractor basis pursuant to a Consulting Services Agreement that commenced on
January 2, 2004, and terminated on December 31, 2004. Since the termination of
this agreement, Mr. Charpentier has continued to perform consulting services for
us pursuant to a verbal arrangement on a month-to-month basis. His principal
responsibilities include:

     o    assisting in the preparation and proper maintenance of our books of
          account;

     o    assisting in the preparation on a timely basis of our quarterly and
          annual financial statements and reports;

     o    assisting in the maintenance of the security of all internal corporate
          records pursuant to the preparation and proper maintenance of all
          account books; and

                                       12
<PAGE>
     o    advising us regarding communications with our auditors and regulatory
          agencies.

To date, we have paid Mr. Charpentier consulting fees aggregating $41,000.00 at
the rate of $2,000.00 per month from January 2 through July 31, 2004, and at the
rate of $3,000.00 from August 1 through April 30, 2005. Additionally, we
reimburse him for reasonable expenses that he incurs on our behalf in the
performance of his responsibilities.

Additional Information

     We are subject to the informational requirements of the Securities Exchange
Act of 1934 and, in accordance with the Exchange Act, we file reports, proxy
statements and other information, including annual reports on Form 10-KSB and
quarterly reports on Form 10-QSB, with the Securities and Exchange Commission.
Reports and other information that we file can be inspected and copied at the
public reference facilities maintained at the SEC at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549. Copies of these materials can be obtained
upon written request addressed to the SEC, Public Reference Section, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The public may obtain
information on the operation of the Public Reference Section by calling the SEC
at 1-800-SEC-0330. The SEC also maintains a web site on the Internet where
reports, proxy and information statements and other information regarding
issuers that file electronically with the SEC through the Electronic Data
Gathering, Analysis and Retrieval System may be obtained free of charge. The
address of the site is http://www.sec.gov.


Item 2.     Description of Property

     Since May 1, 2005, we have maintained our offices, pursuant to a verbal
arrangement, rent-free at the office of our legal counsel located at 18826
Pagentry Place, Monument, Colorado 80132. We anticipate the continued
utilization of these facilities on a rent-free basis until such time, if ever,
as we generate a level of earnings sufficient to enable us to obtain office
space from an unaffiliated third party. We expect this office space to be
adequate to meet our foreseeable future needs so long as we are in the
development stage. Our telephone number is 011-27-11-807-1446 and our facsimile
number is 011-27-11-807-1449.

     From March 1, 2004, through April 30, 2005, our offices were located at 435
Martin Street, Suite #3120, Blaine, Washington 98230. We paid a total of
$2,769.00 in rent for this office space pursuant to a lease agreement with an
unaffiliated third party that commenced on March 1, 2004, and terminated on
April 30, 2005.

                                       13
<PAGE>
Item 3.    Legal Proceedings

     Except as provided below, we know of no legal proceedings to which we are a
party or to which any of our property interests are subject, which are pending,
threatened or contemplated, or of any unsatisfied judgments against us.

     We were named as the defendant in a civil action, Case Number 05CV1454,
styled Wall Street Investor Resources Corp., a Maryland corporation v. Savoy
Resources Corp., a Colorado corporation, filed in the District Court of El Paso
County, Colorado, on April 19, 2005. The plaintiff seeks to recover damages for
alleged unpaid marketing consulting services in the amount of approximately
$28,221. We intend to vigorously defend against the claim.

     In December of 2004, nine plaintiffs filed a civil action, Case Number
04CV4894, styled Byron Hampton, Floyd Wandler, Ryan Wandler, Louis Gheyle, Dimka
Boussy, 676538 B.C. Ltd., Donna Koop, Cathy Tough and Platinum Resource Holding
(sic), Inc., Plaintiffs, versus Savoy Resources Corp., Robert Slavik, Weiguo
Lang, Patricia Cudd, Zhengli (sic) (Charles) Ge, Daniel S. McKinney and PacWest
Transfer, LLC, Defendants, in the District Court of El Paso County, Colorado,
against seven defendants, including Savoy, the Company's President/Chief
Executive Officer and Board of Directors, its transfer agent and its legal
counsel. The plaintiffs claimed that the defendants wrongfully cancelled and
otherwise dispossessed them of a total of 17,867,250 shares of common stock of
Savoy owned collectively by them. Defendant Savoy denied the allegations and
filed a counterclaim against Mr. Floyd Wandler alleging that he breached his
fiduciary duty to Savoy. In January of 2005, the Court granted a temporary
restraining order enjoining the defendants from taking any action whatsoever
with respect to the shares and any benefits obtained from them and ordering the
defendants to immediately provide a full accounting of any sales or other
dispositions of the Shares and any benefits received from them. On May 13, 2005,
Savoy and the other defendants, except Mr. Slavik, entered into a Settlement
Agreement and Mutual Release with the plaintiffs providing for dismissal with
prejudice by the plaintiffs of their pending claims and counterclaims against
the defendants, except Mr. Slavik, and the defendants' dismissal with prejudice
of their pending claims and counterclaims against the plaintiffs in the Civil
Action and against two of the plaintiffs and two other individuals, as the
defendants, in the civil action number 04-cv-00290-EWN-CBS styled Savoy
Resources Corp., a Colorado corporation, Plaintiff, versus Floyd Wandler, Byron
Hampton, Michael Gheyle and Robert Welch, Defendants, filed in the United States
District Court for the District of Colorado. Savoy filed this case in February
of 2005 against the defendants seeking their disgorgement of short swing profits
from purchases and sales of common stock of Savoy in violation of Section 16(b)
of the Securities Exchange Act of 1934. As part of the settlement, the
plaintiffs agreed to cancellation and return to treasury of 8,055,000 shares of
common stock subject to the Civil Action. The balance of 4,000,000 shares will
be impounded in escrow and released to the plaintiffs at the rate of 50,000
shares per week on the first day of each week commencing September 1, 2005,
through the last week of April 2007.


                                       14
<PAGE>

Item 4.      Submission of Matters to a Vote of Security Holders

     No matter was submitted during the fourth quarter of the fiscal year ended
December 31, 2004, covered by this report, to a vote of our stockholders,
through our solicitation of proxies or otherwise.

     On January 19, 2004, the Board of Directors, and, on March 23, 2004, a
majority of our stockholders approved the change of our name from "Savoy Capital
Investments, Inc." to "Savoy Resources Corp." and a three-for-one forward split
of our outstanding shares of common stock. On March 23, 2004, we filed Articles
of Amendment to our Articles of Incorporation with the Colorado Secretary of
State to amend our Amended and Restated Articles of Incorporation in connection
with the change of name and the forward stock split. The name change and the
forward split became effective at the opening of business on March 26, 2004, at
which time our 17,090,000 then outstanding shares of common stock became
51,270,000 outstanding shares. Except as otherwise indicated, the information in
this report gives retroactive effect to the name change and the forward split.



                                     PART II

Item 5.       Market for Common Equity and Related Stockholder Matters

     (a)  Market Information

     Our common stock is traded in the over-the-counter market and quotations
are published on the NASD OTC Bulletin Board under the symbol "SVYR" and quoted
in the "pink sheets" published by the National Quotation Bureau, Inc. Prior to
March 26, 2004, our common stock traded under the symbol "SVYC." There was no
established public trading market for our common stock prior to January 2004.
The following table sets forth the range of high and low sales prices per share
of common stock for the periods indicated. The sales prices per share give
effect to the three-for-one forward split of our common stock effective March
26, 2004, for all periods presented.

         Year Ended December 31, 2004           High         Low
         ----------------------------           ----         ---

         First Quarter                          $1.11      $0.33
         Second Quarter                          1.09       0.41
         Third Quarter                           0.41       0.10
         Fourth Quarter                          0.33       0.09

         Year Ending December 31, 2005           High        Low
         -----------------------------           ----        ---

         First Quarter                          $0.35       $0.17

                                       15
<PAGE>
     (b)  Holders

     As of May 17, 2005, we had 70 stockholders of record and, based on
information received from our transfer agent, brokers and others in a fiduciary
capacity, 649 beneficial stockholders of issued and outstanding

     (c)  Dividends

     We have never paid or declared any dividends on our common stock and we do
not anticipate paying cash dividends in the foreseeable future. Future dividend
policy is subject to the discretion of the Board of Directors and will depend
upon a number of factors, including future earnings, debt service, capital
requirements, business conditions, our financial condition and other factors
that the Board of Directors may deem relevant.

     (c)  Securities Authorized for Issuance under Equity Compensation Plan

     On December 29, 2003, we adopted the Savoy Capital Investments, Inc.
Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2003
pursuant to which we issued 333,000 shares of common stock to a consultant. We
adopted the Savoy Capital Investments, Inc. Stock Option Plan on January 2,
2004, and, in conjunction with the business combination with Siranna, granted to
six consultants of Savoy Resources and Siranna stock options exercisable to
purchase all 27,900,000 shares of common stock reserved for issuance under the
plan. Nine hundred ninety-nine shares of common stock remain available for
issuance under the 2003 plan. No shares are available for issuance under the
2004 plan because options have been exercised to purchase all 27,900,000 shares
of common stock authorized for issuance under the plan, including options
exercisable to purchase 1,500,000 shares granted to Mr. Weiguo Lang, a director,
options exercisable to purchase 13,500,000 shares of common stock granted to a
former executive officer and director and options exercisable to purchase
4,500,000 shares granted to a former executive officer. Both plans were adopted
without the approval of our stockholders. The following table sets forth certain
information as of December 31, 2004, regarding the 2003 plan under which shares
of our common stock are authorized for issuance.
<TABLE>
<CAPTION>

                                                                          Shares Remaining
                   Shares to Be Issued        Weighted-Average          Available for Future
                     Upon Exercise of         Exercise Price of       Issuance (Excluding Shares
Name of Plan       Outstanding Options       Outstanding Options      Reflected in First Column)
------------       -------------------       -------------------     ----------------------------
<S>                       <C>                          <C>                        <C>
Savoy Capital
Investments, Inc.
Non-Employee
Directors and
Consultants
Retainer Stock
Plan for the
Year 2003                 N/A                         N/A                         999

</TABLE>


                                       16
<PAGE>
     The term of the Savoy Capital Investments, Inc. Stock Option Plan is a
period of ten years and terminates on January 2, 2014. The Board of Directors
administers the plan and determines the terms of each option grant, provided
that the option term cannot exceed three years in length and the maximum number
of shares reserved for any one individual cannot exceed 40% of the total number
of our issued and outstanding shares. Furthermore, without the approval of a
disinterested majority of our stockholders, the Board cannot reserve shares of
common stock underlying options granted under the plan in an amount greater than
the total number of our issued and outstanding shares of common stock. The Board
may grant incentive stock options to key employees. Holders of stock options
granted under the plan are protected from dilution and otherwise in the event of
changes in the common stock resulting from an event such as a merger,
consolidation, reorganization, recapitalization, stock dividend,
reclassification, split-up or combination of shares. Options are not assignable
or transferable except by will, the laws of descent and distribution or our
written consent. The estate of an optionee may exercise his option within one
year of his death. An optionee who ceases to be a director or officer for any
reason other than death or removal may exercise his option, with our prior
written consent, within up to 90 calendar days after his position ceases or
terminates. An optionee who ceases to be an employee or consultant for any
reason other than death or termination for cause may exercise his option, with
our prior written consent, within up to 60 calendar days after his employment
ceases or terminates. If we terminate the employment of an employee or
consultant for cause, any unexercised portion of his option expires immediately.

     The duration of the Savoy Resources Capital Investments, Inc. Non-Employee
Directors and Consultants Retainer Stock Plan for the Year 2003 is a period of
ten years and terminates on December 29, 2013. Non-employee directors and
consultants are eligible for restricted stock awards or stock option grants
under the plan. A committee comprised of two members of the Board of Directors
administers the plan and determines the terms of each stock option grant under
the plan. The exercise price of any stock option granted must be at least 100%
of the fair market value of the underlying shares of common stock at the time of
the option grant. Recipients of restricted stock awards or stock options under
the plan are protected from dilution and otherwise in the event of changes in
the common stock resulting from an event such as a merger, consolidation,
reorganization, recapitalization, stock dividend, reclassification, split-up or
combination of shares. Stock options are not assignable or transferable except
by will or the laws of descent and distribution.

     (e)  Name Change and Forward Stock Split

     The effects of the name change and forward stock split on March 26, 2004,
were the following:

          (i)  we changed our name from "Savoy Resources Capital Investments,
               Inc." to "Savoy Resources Corp."; and

          (ii) the 21,182,000 outstanding shares of common stock immediately
               prior to the forward stock split were increased to 65,838,000
               shares as of the effectiveness of the forward split at the
               opening of business on March 26, 2004.

     (f)  Recent Sales of Unregistered Securities

                                       17
<PAGE>
     Set forth below is information regarding unregistered securities that we
have sold since the completion in August 2000 of our stock offering pursuant to
Regulation A under the Securities Act of 1933 pursuant to which we sold 257,000
shares of common stock to 45 persons for gross proceeds of $25,700. This share
amount is prior to the three-for-one forward stock split effective on March 26,
2004, and has not been restated to give effect to the split. In our opinion, the
issuances and sales of securities described below were exempt from registration
under the Securities Act of 1933 in reliance upon Section 4(2) of the Securities
Act as transactions by an issuer not involving any public offering. In each
transaction, the recipient of the shares represented his or its intention to
acquire the securities for investment only and not with a view to or for sale in
connection with any distribution of the shares, and appropriate legends were
affixed to the stock certificates issued in the transactions. The recipients had
an opportunity to ask questions about us and had adequate access to information
about us. No sales of shares of common stock involved the use of an underwriter.

     On January 19, 2004, we completed the acquisition of 97% of the issued and
outstanding shares of Siranna, a private Madagascar company, pursuant to the
Share Purchase Agreement dated December 23, 2003, between Savoy Resources and
Mr. Geoffrey Armstrong. Under the terms of the Share Purchase Agreement, we
issued 22,500,000 shares of our common stock to Mr. Armstrong in the exchange.
On October 18, 2004, Mr. Armstrong transferred 21,000,000 of said 22,500,000
shares of common stock to Mr. Robert Slavik, a former officer and director who
owns approximately 6% of our outstanding common stock. On April 23, 2005, we
sold our 97% equity interest in Siranna to Mr. Slavik in consideration for his
agreement to the cancellation and return to treasury of 19,000,000 of the
21,000,000 shares of common stock, the retention by Mr. Slavik of 2,000,000 of
said shares and the issuance to him of 2,000,000 additional shares.

     On January 2, 2004, in conjunction with the business combination with
Siranna, we granted to six consultants of Savoy Resources and Siranna options
exercisable to purchase 27,900,000 shares of common stock at an exercise price
of $0.033 per share under the Savoy Capital Investments, Inc. Stock Option Plan.
Options granted under the plan exercisable to purchase all 27,900,000 shares of
common stock have been exercised.

     On November 12, 2004, we issued 5,000,000 units, each unit consisting of
one share of common stock, one series A warrant exercisable to purchase one
share of common stock at $0.20 per share through November 11, 2007, and one
series B warrant exercisable to purchase one-half share of common stock through
November 11, 2008, of which two series B warrants are exercisable to purchase
one share of common stock at $0.40, to EIB Capital Corp. Of the $600,000
purchase price for the units, we received $305,000 on or about November 12,
2004, and $175,000 during the period from December through May of 2005. We
agreed to register the shares of common stock and the shares underlying the
warrants with the Securities and Exchange Commission upon EIB Capital's request.
On February 8, 2005, we increased the number of shares of common stock
underlying the series A warrants from 5,000,000 to 7,000,000 shares and the
number of shares underlying the series B warrants from 2,500,000 to 7,000,000
shares, and extended the term of the series A warrants through February 7, 2008,
and the term of the Series B warrants through February 7, 2009. Additionally, we
included in each unit one series C warrant exercisable to purchase three-tenths
share of common stock through February 7, 2009, of

                                       18
<PAGE>
which ten series C warrants are exercisable to purchase one share of common
stock at $0.20, and granted EIB Capital registration rights for the additional
shares of common stock underlying the warrants. As consideration for the
increase in the number of shares of common stock underlying the series A and B
warrants, the inclusion in the units of the series C warrants and the grant of
registration rights, EIB Capital provided us with an undertaking in the amount
of $700,000 to fund the second payment due under our joint venture agreement
with the First Institute of Heilongjiang Province, China, and a commitment for
$200,000 in working capital to be made available upon mutually acceptable terms
and conditions based upon market conditions. On May 10, 2005, we cancelled and
returned to treasury approximately 20% of the units issued to EIB Capital,
leaving 4,000,000 shares of common stock, 5,600,000 shares of common stock
underlying the series A warrants, 5,600,000 shares of common stock underlying
the series B warrants and 1,200,000 shares underlying the series C warrants
included in the units.

     On May 13, 2005, as part of the settlement of a civil action against us and
others, we transferred a total of 4,000,000 shares of common stock to the
plaintiffs named in the table below in the denominations set forth opposite each
individual's name.
                                                         Number
                                                           of
                      Name                               Shares
                      ----                               ------

                  Dimka Boussy                         1,000,000
                  676538 B.C. Ltd.                     1,000,000
                  Cathy Tough                          1,000,000
                  Floyd Wandler                          500,000
                  Ryan Wandler                           500,000

     In our opinion, the issuances and sales of units in the transactions
described below were exempt from registration under the Securities Act in
reliance upon Regulation S under the Securities Act. None of the investors is or
was, at the time of his acquisition of the units, a "U.S. person," as defined in
Regulation S under the Securities Act, and is not, and at the time of the
acquisition of the units was not, acquiring the units for the benefit of a "U.S.
person." Each investor is the sole beneficial owner of the units and has not
pre-arranged any sale with any purchaser(s) in the United States. Each investor
was outside the United States at the time of the purchase of the units and
represented the intention not to offer for sale, sell or otherwise transfer the
units unless in accordance with the provisions of Regulation S, pursuant to
registration under the Securities Act or pursuant to an available exemption from
registration. Appropriate legends were affixed to the stock certificates and
included in the warrant agreements issued in the transactions. Each investor had
an opportunity to ask questions about Savoy Resources and had adequate access to
information about us. The sale of the units did not involve the use of an
underwriter.


                                       19
<PAGE>
     On August 16, 2004, we issued 3,750,000 units, each unit consisting of one
share of common stock and one warrant exercisable to purchase one share of
common stock at $0.20 per share through August 15, 2006, to KLM Consulting for
$300,000 in cash, or $.08 per unit.

     On January 2, 2005, we issued 2,000,000 units, each unit consisting of one
share of common stock, one series A warrant exercisable to purchase one share of
common stock at $0.30 per share, and one series B warrant exercisable to
purchase one share of common stock at $0.45 per share, through January 2, 2007,
to Mr. Jean Guy Lambert for $300,000 in cash, or $.15 per unit.

     On March 29, 2005, we issued 1,333,333 units, each unit consisting of one
share of common stock and one warrant exercisable to purchase one-half share of
common stock through March 28, 2008, of which two warrants are exercisable to
purchase one share of common stock at $0.35, to Alpha Capital Aktiengeselschaft
for $200,000 in cash, or $.15 per unit.


Item 6.     Management's Discussion and Analysis or Plan of Operation

General

     Until early January of 2004, when we acquired a 97% interest in Siranna, a
private Madagascar company that owns two gemstone exploration properties in
northern Madagascar together with full resource exploitation and gemstone
exportation permits, we were engaged in the residential and commercial mortgage
brokerage business. In March of 2004, we entered into a joint venture agreement
with the First Institute for the purpose of conducting gold and other mineral
exploration and development in China. As a result of the aforementioned joint
venture, which was organized in June of 2004, we are undergoing a transition to
a gold and other mineral exploration and development company. As of the date of
this report, we are assessing the results of the significant exploration and
drilling work performed by the joint venture on three prospects located in
Heilongjiang Province, China. We have realized no revenues from these activities
as of the date of this report. On April 23, 2005, we sold our 97% equity
interest in Siranna to a former executive officer and director who owns
approximately 6% of our outstanding common stock.



          The likelihood of our success will depend upon our ability:

     o    to further capitalize the joint venture and commence production as
          soon as practicable;

     o    to raise additional capital from equity and/or debt financing to meet
          our obligations described in this report; and

     o    to succeed in the competitive environment in which we will operate.

          We cannot be certain that:

     o    we will establish commercially viable operations quickly enough to
          ensure our success;

                                       20
<PAGE>
     o    we will raise sufficient funding to make our required capital
          contributions to the joint venture with the First Institute over the
          next eighteen months; or

     o    our joint venture with the First Institute will result in the
          production of gold and other minerals on a commercial scale.

Plan of Operation

     In March of 2004, we entered into a long-term joint venture agreement with
the First Institute of Heilongjiang Province, China, which was finalized in May
of 2004, for the purpose of conducting gold and other mineral exploration,
evaluation and mining in Heilongjiang Province and other areas of mutual
interest in China. In July of 2004, the joint venture was formed with the
organization of Helongjiang Savoy Minerals Co., Ltd., under the laws of China,
the receipt of project approval from the China Economic Development and Reform
Commission and the issuance to the joint venture of a business license by the
China Industry and Commerce Bureau and an exploration license by the China Land
and Resources Ministry. We are presently seeking to raise funds in order to meet
the schedule for our required capital contributions to the joint venture
totaling $3,000,000 over the next approximately nineteen months.

     We realized a net loss of $(2,263,122) for the year ended December 31,
2004. We expect to continue to incur significant net losses from operations
until we are successful, if ever, in establishing commercial mining operations
in Heilongjiang Province, China, and generating profits from these operations.
Certain of the significant expenses that we incurred during the 2004 fiscal year
include the following:

     o    consulting and management fees aggregating $534,282;

     o    professional fees, including legal and auditing expenses, aggregating
          $525,293;

     o    mineral property exploration and development expenses totaling
          $326,581;

     o    expenses for investor relations and promotion totaling $260,623;

     o    travel expenses aggregating $213,456;

     o    general and administrative expenses totaling $162,424; and

     o    wages and benefits totaling $110,096.

     We expect that consulting and management fees, professional fees and wages
and benefits will decrease significantly in the year ending December 31, 2005,
as a result of significant reductions in staff and consultants and the
settlement of two civil actions in the second quarter of 2005. Mineral property
exploration and development expenses were attributable to work performed on the
Sishan Forest Farm gold property. We also intend to decrease expenses for
investor relations and promotion significantly in 2005. Travel expenses are
expected to continue to be significant because our business is focused in China.

Cash Requirements

     Over the twelve-month period ending December 31, 2005, we anticipate that
we will need to raise at least $2,000,000 in order to fund the development of
our joint operations in China with the First Institute and to meet our existing
operating requirements. Under the terms of the agreement with the First
Institute, we are required to contribute $3,000,000 to the joint venture over a
period of approximately eighteen months from the date that the China Economic
Development and Reform Commission issued a business license to the joint venture
on June 30, 2005. The schedule of required capital contributions is as follows:

     o    $500,000 by April 5, 2005, which has been paid;

     o    $500,000 by July 31, 2005;

     o    $1,000,000 by December 31, 2005; and

     o    $1,500,000 by December 31, 2006.

     Because of the uncertainty in our business plan, we are unable to calculate
with certainty the cost of our plan of operations over the next twelve months.

Capital Resources

     We presently have no working capital. Since January of 2004, we have been
funded with $920,000 in cash received from the exercise of stock options to
purchase a total of 27,900,000 shares of common stock and $1,280,000


                                       21
<PAGE>
received from the sale of units, including 11,083,333 shares of common stock and
warrants exercisable to purchase a total of 20,816,667 shares of common stock.
Unless we realize $2,000,000 from the exercise of outstanding warrants or loans,
the funds received will not be sufficient to finance our capital contributions
to the Heilongjiang joint venture and pay our operating expenses, and it will be
necessary to raise additional funds in the next twelve months. Management
believes that any short-term funds raised would be raised through the sale of
our equity securities and/or a debt financing. We are currently exploring all
available such financing alternatives including, but not limited to, private and
public securities offerings. There are no arrangements or commitments with
respect to funding and we may not be able to obtain additional funding on
acceptable terms, if at all. Even if we succeed in obtaining the funding
necessary to capitalize the joint venture with the First Institute in China and
establish commercial mining operations in Heilongjiang Province in China, this
will not ensure that operations will be profitable. Further, the full
implementation of our business plan over the long-term is dependent upon our
ability to raise a sizable amount of additional capital from equity and/or debt
financings and/or achieve profitable operations.


Item 7.           Financial Statements

     The Financial Statements of Savoy Resources, the Notes to the Financial
Statements and the Report of Independent Public Accountants of Dale Matheson
Carr-Hilton LaBonte, Chartered Accountants, required by this Item 7 commence on
page F-1 and are incorporated in this report by this reference. The Financial
Statements filed as part of this report are listed in the Index to Financial
Statements below:



                              SAVOY RESOURCES CORP.
                   (formerly Savoy Capital Investments, Inc.)
                         (an Exploration Stage Company)


                        CONSOLIDATED FINANCIAL STATEMENTS


                                DECEMBER 31, 2004



                                                                    Page


Report of Independent Registered Public Accounting Firm....          F-2

Consolidated Balance Sheets as of December 31, 2004,.......          F-3
  and December 31, 2003

Consolidated Statements of Operations for the years
  ended December 31, 2004, and 2003, and for the
  period from inception (September 24, 2002) to
  December 31, 2004........................................          F-4

Consolidated Statements of Cash Flows for the years
  ended December 31, 2004, and 2003, and for the
  period from inception (September 24, 2002) to
  December 31, 2004........................................          F-5

Consolidated Statement of Stockholders' Equity
  for the period from inception (September 24,
  2002) to December 31, 2004...............................          F-6

Notes to Consolidated Financial Statements.................   F-7 to F-15






<PAGE>
<TABLE>
<CAPTION>

<S>                     <C>            <C>                       <C>      <C>                <C>
                                                       Partnership of:
        DALE MATHESON   Vancouver      Robert J. Burlart Inc.    James F. Carr-Hilton, Ltd  Alvin F. Dale, Ltd.
  CARR-HILTON LABONTE                  Peter J. Donaldson, Inc.  Reginald J. Labonte, Ltd.
_____________________                  Robert J. Matheson, Inc
CHARTERED ACCOUNTANTS   Surrey         Peter J. Donaldson, Inc.  Fraser G. Ross, Ltd.
                        Port Caquitlam Wilfred A. Jacobson, Inc  Brian A. Shaw   Anthony L. Soda, Inc.
                                       Fraser G. Ross, Ltd.
</TABLE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
--------------------------------------------------------------------------------

To the Stockholders and Board of Directors of Savoy Resources Corp. (formerly
Savoy Capital Investments, Inc.)
(An Exploration Stage Company)

We have audited the accompanying consolidated balance sheets of Savoy Resources
Corp. (formerly Savoy Capital Investments, Inc.) (An Exploration Stage Company)
as of December 31, 2004 and the related consolidated statements of operations,
cash flows and stockholders' equity for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audit in accordance with the Standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company, as of December 31,
2004, and the results of its operations and its cash flows and the changes in
stockholders' equity for the year then ended, in conformity with generally
accepted accounting principles used in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
financial statements, to date the Company has not generated any significant
revenues from operations, has incurred substantial losses to date and requires
additional funds to meet its obligations and fund the costs of its operations.
These factors raise substantial doubt about the Company's ability to continue as
a going concern. Management's plans in this regard are described in Note 1. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


                                             "Dale Matheson Carr-Hilton LaBonte"


                                                           CHARTERED ACCOUNTANTS


Vancouver, Canada
May 16, 2005


Vancouver     Suite 1700-1140 West Pender Street, Vancouver, B.C. Canada V6E 4G1
              Tel:  604 687 4747 * Fax 604 687 4216
              Suite 1300-1140 West Pender Street, Regulatory and Tax Practices
              Office * Tel: 604-687-4747 * Fax: 604-689-2778
Port
Coquitlam     P.O. Box 217, 2232D Elgin Avenue, Port Coquitlam, B.C., Canada
              V3C 3V7, Tel:  604-941-8266 * Fax 604-941-0971

Surrey        Suite 303-7337 137th Street, Surrey, B.C. Canada V3W 1A4,
              Tel:  604-572-4586 *Fax 604-572-4587



                                      F-2
<PAGE>

<TABLE>
<CAPTION>

                              SAVOY RESOURCES CORP.
                   (formerly Savoy Capital Investments, Inc.)
                         (an Exploration Stage Company)

                           CONSOLIDATED BALANCE SHEETS

                                                                         December 31,  December 31,
                                                                             2004         2003
                                                                                        (Note 1)
---------------------------------------------------------------------------------------------------
                                     ASSETS
<S>                                                                    <C>            <C>
CURRENT ASSETS
   Advances receivable (Note 5)                                        $    81,138    $        --
---------------------------------------------------------------------------------------------------

INTEREST IN HEILONGJIANG JOINT VENTURE (Note 6)                                  1             --
EQUIPMENT, net of depreciation                                              39,321             --
MINERAL PROPERTIES (Note 4)                                                      1              1
---------------------------------------------------------------------------------------------------

                                                                       $   120,461    $         1
===================================================================================================


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Bank overdraft                                                      $     1,710    $        --
   Accounts payable and accrued liabilities                                397,885             --
   Due to related parties (Note 5)                                         117,140             --
   Loan payable                                                             34,285             --
---------------------------------------------------------------------------------------------------

                                                                           551,020             --
---------------------------------------------------------------------------------------------------

CONTINGENCIES (Note 1 and 11)
COMMITMENTS (Note 9)

STOCKHOLDERS' EQUITY
   Capital stock (Note 8)
      Common stock $0.001 par value; 100,000,000 shares authorized,
      75,170,000 issued and outstanding (2003:14,271,000)                   75,170            360
      Preferred stock $0.01 par value; 10,000,000 shares authorized,
      NIL shares issued and outstanding (2003: 200,000)                         --             --
   Additional paid-in capital                                            1,873,100             --
   Common stock purchase warrants (Note 8)                                  90,000             --
   Share subscriptions received                                            100,000             --
   Share subscriptions receivable                                         (265,000)            --
   Deficit accumulated during the exploration stage                     (2,303,829)          (359)
---------------------------------------------------------------------------------------------------

                                                                          (430,559)             1
---------------------------------------------------------------------------------------------------

                                                                       $   120,461    $         1
===================================================================================================

</TABLE>





              The accompanying notes are an integral part of these
                       consolidated financial statements

                                      F-3
<PAGE>
<TABLE>
<CAPTION>



                              SAVOY RESOURCES CORP.
                   (formerly Savoy Capital Investments, Inc.)
                         (an Exploration Stage Company)

                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                            For the year      For the year    September 24, 2002
                                                           ended December    ended December     (inception) to
                                                              31, 2004          31, 2003       December 31, 2004
--------------------------------------------------------------------------- ----------------- --------------------
                                                                                (Note 1)           (Note 1)

EXPENSES
<S>                                                             <C>                 <C>               <C>
   Depreciation                                                      7,265                 -       $        7,265
   Consulting and management                                       534,282                 -              534,282
   Consulting - stock based compensation                            50,500                 -               50,500
   General and administrative                                      162,424                 -              162,783
   Investor relations and promotion                                260,623                 -              260,623
   Mineral property exploration and development expenses           326,581                 -              326,581
   General and administrative                                      162,424                 -              273,783
   Professional fees                                               525,293                 -              525,293
   Transfer agent and filing fees                                   26,843                 -               26,843
   Travel                                                          213,456                 -              213,456
   Wages and benefits                                              110,096                 -              110,096
   Write-off of joint venture (Note 7)                              45,759                 -               45,759
------------------------------------------------------------------------------------------------------------------
NET LOSS FOR THE YEAR                                         $(2,263,122)           $     -        $ (2,263,481)
==================================================================================================================





BASIC NET LOSS PER SHARE                                           $(0.04)           $(0.00)
=============================================================================================

WEIGHTED AVERAGE NUMBER OF COMMON
   SHARES OUTSTANDING                                           61,546,274        22,500,000
=============================================================================================

</TABLE>




              The accompanying notes are an integral part of these
                       consolidated financial statements

                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                              SAVOY RESOURCES CORP.
                   (formerly Savoy Capital Investments, Inc.)
                         (an Exploration Stage Company)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                               September 24,
                                                                    For the year ended        2002 (inception)
                                                              December 31,     December 31,   to December 31,
                                                                  2004             2003             2004
 -------------------------------------------------------------------------------------------------------------
                                                                                  (Note 0)         (Note 0)
  CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                           <C>            <C>                  <C>
    Net loss for the year                                     $(2,263,122)   $        --          $(2,263,481)
     Adjustments  to  reconcile  net  loss  to  net
     cash used in operating activities
      - depreciation                                                7,265             --                7,265
      - stock based compensation                                   50,500             --               50,500
      - write-off of  joint venture                                45,759             --               45,759
      - Mineral property exploration costs                        299,999             --              299,999
      - non-cash professional fees                                160,000             --              160,000
      Changes in non-cash working capital items:
      - advances receivable                                       (81,138)            --              (81,138)
     - accounts payable and accrued liabilities                   394,778             --              394,778
--------------------------------------------------------------------------------------------------------------

                NET CASH FLOWS USED IN OPERATING ACTIVITIES    (1,385,959)            --           (1,386,318)
--------------------------------------------------------------------------------------------------------------

  CASH FLOWS FROM INVESTING ACTIVITIES
    Cash acquired on reverse acquisition of Savoy                     169             --                  169
    Advances to joint venture                                     (45,759)            --              (45,759)
    Advances to Heilongjiang Joint Venture                       (300,000)            --             (300,000)
    Mineral properties                                                 --             --                   (1)
    Purchase of equipment                                         (46,586)            --              (46,586)
--------------------------------------------------------------------------------------------------------------

  NET CASH FLOWS USED IN INVESTING ACTIVITIES                    (392,176)            --             (392,177)
--------------------------------------------------------------------------------------------------------------

  CASH FLOWS FROM FINANCING ACTIVITIES
    Bank overdraft                                                  1,710             --                1,710
    Common shares issued and share subscriptions received       1,625,000             --            1,625,360
    Related party advances                                        117,140             --              117,140
    Loan payable                                                   34,285             --               34,285
--------------------------------------------------------------------------------------------------------------

  NET CASH FLOWS FROM FINANCING ACTIVITIES                      1,778,135             --            1,778,495
--------------------------------------------------------------------------------------------------------------

  DECREASE IN CASH                                                     --             --                   --

  CASH, BEGINNING OF YEAR                                              --             --                   --
--------------------------------------------------------------------------------------------------------------

  CASH, END OF YEAR                                           $        --    $        --          $        --
=============================================================================================================

   SUPPLEMENTARY DISCLOSURE:
   Interest paid                                              $        --    $        --          $        --
=============================================================================================================
   Income taxes paid                                          $        --    $        --          $        --
=============================================================================================================

OTHER SIGNIFICANT NON-CASH TRANSACTIONS:
         Refer to Notes 3 and 8
</TABLE>




              The accompanying notes are an integral part of these
                        consolidated financial statements

                                      F-5
<PAGE>
<TABLE>
<CAPTION>

                              SAVOY RESOURCES CORP.
                         (An Exploration Stage Company)

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

 FOR THE PERIOD FROM SEPTEMBER 24, 2002 (DATE OF INCEPTION) TO DECEMBER 31, 2004
          (Restated for reverse acquisition of Siranna - Notes 1 and 8)

                                                                                Additional
                                                        Common Stock             Paid-in     Subscriptions
                                                     Number        Amount        Capital       Receivable
                                                  ----------------------------------------------------------

<S>                                                       <C>    <C>            <C>            <C>
Issuance of common stock  for cash
    at $1.80 per share - September 24, 2002               200    $       360    $        --    $        --
Net loss, period ended December 31, 2002                   --             --             --             --
                                                  --------------------------------------------------------

Balance, December 31, 2002                                200            360             --             --
Net loss, period ended December 31, 2003                   --             --             --             --
                                                  --------------------------------------------------------

Balance, December 31, 2003                                200            360             --             --

Savoy Resources Corp. balance,
    January 18, 2004 (Note 8)                      37,770,000         37,770          7,420             --

Reverse acquisition recapitalization adjustment          (200)          (360)        (7,420)            --
                                                  --------------------------------------------------------

Balance, post reverse acquisition                  37,770,000         37,770             --             --
Issued for cash on exercise  of stock
   options - January 19 through April 29, 2004     27,600,000         27,600        892,400             --
Issued for  services on  exercise of stock
   options - April 1, 2004                            300,000            300          9,700             --
Issued for services - August 1, 2004                  750,000            750        149,250             --
Issued for cash on private placement -
    August 16, 2004                                 3,750,000          3,750        266,250             --
Issued for cash on private placement -
    November 12, 2004                               5,000,000          5,000        505,000       (265,000)
Subscriptions received                                     --             --             --             --
Stock based compensation                                   --             --         50,500             --
Net loss for the year ending December 31, 2004             --             --             --             --
                                                  --------------------------------------------------------

Balance, December 31, 2004                         75,170,000    $    75,170    $ 1,873,100    $  (265,000)
                                                  ========================================================
</TABLE>



              The accompanying notes are an integral part of these
                        consolidated financial statements



<PAGE>
<TABLE>
<CAPTION>


                              SAVOY RESOURCES CORP.
                         (An Exploration Stage Company)

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

 FOR THE PERIOD FROM SEPTEMBER 24, 2002 (DATE OF INCEPTION) TO DECEMBER 31, 2004
          (Restated for reverse acquisition of Siranna - Notes 1 and 8)
                                  (continued)

                                                      Subscriptions
                                                        Received      Warrants        Deficit         Total
                                                      ----------------------------------------------------------
<S>                                                     <C>            <C>           <C>            <C>
Issuance of common stock  for cash
    at $1.80 per share - September 24, 2002             $        --    $        --   $        --    $       360
Net loss, period ended December 31, 2002                         --             --          (359)          (359)
                                                        -------------------------------------------------------

Balance, December 31, 2002                                     (359)             1
Net loss, period ended December 31, 2003                         --             --            --             --
                                                        -------------------------------------------------------

Balance, December 31, 2003                                       --             --          (359)             1

Savoy Resources Corp. balance,
    January 18, 2004 (Note 8)                                    --             --       (48,128)        (2,938)

Reverse acquisition recapitalization adjustment                  --             --         7,780             --
                                                        -------------------------------------------------------

Balance, post reverse acquisition                                --             --       (40,707)        (2,937)
Issued for cash on exercise  of stock
   options - January 19 through April 29, 2004                   --             --            --        920,000
Issued for  services on  exercise of stock
   options - April 1, 2004                                       --             --            --         10,000
Issued for services - August 1, 2004                             --             --            --        150,000
Issued for cash on private placement -
    August 16, 2004                                              --         30,000            --        300,000
Issued for cash on private placement -
    November 12, 2004                                        60,000             --       305,000
Subscriptions received                                      100,000             --            --        100,000
Stock based compensation                                         --             --            --         50,500
Net loss for the year ending December 31, 2004                   --             --    (2,263,122)    (2,263,122)
                                                        -------------------------------------------------------

Balance, December 31, 2004                              $   100,000    $    90,000   $(2,303,829)   $  (430,559)
                                                        =======================================================
</TABLE>




              The accompanying notes are an integral part of these
                        consolidated financial statements


                                      F-6

<PAGE>

SAVOY RESOURCES CORP.
(formerly Savoy Capital Investments, Inc.)
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31 2004
--------------------------------------------------------------------------------

NOTE 1 - NATURE OF CONTINUED OPERATIONS AND BASIS OF PRESENTATION
--------------------------------------------------------------------------------

By Share Purchase Agreement (the "Agreement") dated December 23, 2003 and
completed January 19, 2004, Savoy Resources Corp. (formerly Savoy Capital
Investments, Inc.) ("Savoy" or the "Company"), a public company incorporated
under the laws of the State of Colorado on March 6, 1997, acquired 97% of the
issued shares in the capital of Societe Siranna S.A.R.L. (an exploration stage
company) ("Siranna"), a private company incorporated September 24, 2002 under
the laws of the Republic of Madagascar, in exchange for 22,500,000 restricted
shares of Savoy's common stock. In addition, and in accordance with the terms of
the Agreement, Savoy granted stock options exercisable to purchase a total of
27,900,000 shares to replace all stock options previously outstanding in
Siranna, with terms and conditions consistent with the original stock options.

As a result of this transaction, the former holder of 97% of the issued and
outstanding shares of Siranna owned approximately 60% of the shares of common
stock of Savoy, representing 22,500,000 of the 37,770,000 total issued and
outstanding shares of Savoy's common stock as at the date of the completion of
the transaction.

This acquisition has been accounted for as a reverse acquisition, with Siranna
being treated as the accounting parent and Savoy, the legal parent, being
treated as the accounting subsidiary. Accordingly, the consolidated results of
operations of the Company include those of Siranna for the period from its
inception on September 24, 2002 and those of Savoy since the date of the reverse
acquisition. The comparative balance sheet and statements of operations and cash
flows are those of Siranna, which had no operations for the year ended December
31, 2004.

Effective March 23, 2004, the Company changed its name from Savoy Capital
Investments, Inc. to Savoy Resources Corp.

Siranna owns two gemstone exploration properties totaling 12.5 square
kilometers. The properties were located in northern Madagascar near the
provincial capital, Diego Suarez. The acquisition included full resource
exploitation and gemstone exportation permits and allowed Savoy to conduct a
precious gemstone exploration and marketing business. Subsequent to December 31,
2004 the Company sold its interest in Siranna to a former Director and Officer
of the Company. Refer to Note 4.

Savoy is a precious metals and mineral exploration and development company. The
Company entered into an agreement in May 2004 to acquire an interest in a joint
venture with the First Institute of Geology and Exploration of Heilongjiang
Province, China. Refer to Note 6.

The Company is in the exploration stage of its mineral property exploration and
development. To date, the Company has not generated any revenues from operations
and significant future operating losses are anticipated. The Company's
continuance of operations and evolution to operating status are contingent on
raising additional capital to finance further exploration and development work,
and on the future development of its mineral properties. Accordingly, these
factors raise substantial doubt about the Company's ability to continue as a
going concern. The Company anticipates funding its operations for the next
twelve months, as required, through equity financings and related party
advances.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------------------

Basis of presentation
The financial statements have been prepared on a consolidated basis and include
the accounts of the Company and its 97%-owned subsidiary, Siranna. All
significant inter-company transactions and balances have been eliminated.

Mineral property costs
Mineral property acquisition, exploration and development costs are expensed as
incurred until such time as economic reserves are quantified. To date the
Company has not established any proven or probable reserves on its mineral
properties mineral property joint venture interests. The Company has adopted the
provisions of SFAS No. 143 "Accounting for Asset Retirement Obligations," which
establishes standards for the initial measurement and subsequent accounting for
obligations associated with the sale, abandonment or other disposal of
long-lived tangible assets arising from the acquisition, construction or
development and for normal operations of such assets. The adoption of this
standard has had no effect on the Company's financial position or results of
operations. As at December 31, 2004, any potential costs relating to the
disposition of the Company's mineral property interests are not yet
determinable.


                                      F-7

<PAGE>

SAVOY RESOURCES CORP.
(formerly Savoy Capital Investments, Inc.)
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31 2004
--------------------------------------------------------------------------------




NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)
--------------------------------------------------------------------------------

Loss Per Share
Basic earnings per share includes no dilution and is computed by dividing income
available to common stockholders by the weighted average number of common shares
outstanding for the period. Dilutive earnings per share reflects the potential
dilution of securities that could share in the earnings of the Company. Diluted
loss per share figures are equal to those of basic loss per share for each
period since the effects of stock options have been excluded as they are
anti-dilutive.

Financial Instruments
The fair value of the Company's financial assets and financial liabilities
approximate their carrying values due to the immediate or short-term maturity of
these financial instruments. The Company is not currently exposed to any
significant credit risk or currency risk.

Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the period. Actual results
could differ from those estimates.

Stock-Based Compensation
In December 2002, the Financial Accounting Standards Board issued Financial
Accounting Standard No. 148, "Accounting for Stock-Based Compensation -
Transition and Disclosure" ("SFAS No. 148"), an amendment of Financial
Accounting Standard No. 123 "Accounting for Stock-Based Compensation" ("SFAS No.
123"). The purpose of SFAS No. 148 is to: (1) provide alternative methods of
transition for an entity that voluntarily changes to the fair value based method
of accounting for stock-based employee compensation, (2) amend the disclosure
provisions to require prominent disclosure about the effects on reported net
income of an entity's accounting policy decisions with respect to stock-based
employee compensation and (3) to require disclosure of those effects in interim
financial information. The disclosure provisions of SFAS No. 148 were effective
for the Company for the year ended December 31, 2003. No pro forma disclosures
have been provided as the fair value of the options granted during the period
was determined to be $NIL, as described in Note 8.

The Company has elected to continue to account for stock options granted to
employees and officers using the intrinsic value-based method in accordance with
the provisions of Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" ("APB No. 25"), and comply with the disclosure
provisions of SFAS No. 123, as amended by SFAS No. 148, as described above.
Under APB No. 25, compensation expense is recognized based on the difference, if
any, on the date of grant between the estimated fair value of the Company's
stock and the amount an employee must pay to acquire the stock. Compensation
expense is recognized immediately for past services and pro rata for future
services over the option-vesting period. In addition, with respect to stock
options granted to employees, the Company provides pro forma information as
required by SFAS No. 123 showing the results of applying the fair value method
using the Black-Scholes option pricing model. In accordance with SFAS No. 123,
the Company applies the fair value method using the Black-Scholes option pricing
model in accounting for options granted to consultants. The Company accounts for
equity instruments issued in exchange for the receipt of goods or services from
other than employees in accordance with SFAS No.123.

The Company accounts for equity instruments issued in exchange for the receipt
of goods or services from other than employees in accordance with SFAS No. 123
and the conclusions reached by the Emerging Issues Task Force ("EITF") in Issue
No. 96-18. Costs are measured at the estimated fair market value of the
consideration received or the estimated fair value of the equity instruments
issued, whichever is more reliably measurable. The value of equity instruments
issued for consideration other than employee services is determined on the
earliest of a performance commitment or completion of performance by the
provider of goods or services as defined by EITF 96-18.

The Company has also adopted the provisions of the Financial Accounting
Standards Board Interpretation No. 44, Accounting for Certain Transactions
Involving Stock Compensation - An Interpretation of APB Opinion No. 25 ("FIN
44"), which provides guidance as to certain applications of APB 25. FIN 44 is
generally effective July 1, 2000, with the exception of certain events occurring
after December 15, 1998.

Equipment
Equipment is stated at cost. Depreciation is computed on a declining balance
basis at 30% per year.

                                      F-8


<PAGE>
SAVOY RESOURCES CORP.
(formerly Savoy Capital Investments, Inc.)
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31 2004
--------------------------------------------------------------------------------



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)
--------------------------------------------------------------------------------

Foreign Currency Translation
The financial statements are presented in United States dollars. In accordance
with Statement of Financial Accounting Standards No. 52, "Foreign Currency
Translation," foreign denominated monetary assets and liabilities are translated
to their United States dollar equivalents using foreign exchange rates that
prevailed at the balance sheet date. Revenue and expenses are translated at
average rates of exchange during the year. Gains or losses resulting from
foreign currency transactions are included in results of operations.

Income Taxes
The Company follows the liability method of accounting for income taxes. Under
this method, future tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
balances. Future tax assets and liabilities are measured using enacted or
substantially enacted tax rates expected to apply to the taxable income in the
years in which those differences are expected to be recovered or settled. The
effect on future tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the date of enactment or
substantive enactment.

Recent Accounting Pronouncements

In December 2004, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 123R, Share-Based Payment, which establishes standards for the
accounting for transactions in which an entity exchanges its equity instruments
for goods or services. A key provision of this statement is the requirement of a
public entity to measure the cost of employee services received in exchange for
an award of equity instruments (including stock options) based on the grant date
fair value of the award. That cost will be recognized over the period during
which an employee is required to provide service in exchange for the award
(i.e., the requisite service period or vesting period). This standard becomes
effective for the Company for its first annual or interim period ended on or
after December 15, 2005. The Company will adopt SFAS 123R no later than the
beginning of the Company's fourth quarter ending December 31, 2005. The adoption
of SFAS 123 did not have a material impact on the Company's financial position
or results of operations.

In December 2004, the FASB issued SFAS No. 153, Exchanges of Non-monetary
Assets, an amendment of APB Opinion No. 29, Accounting for Non-monetary
Transactions ("SFAS 153") SFAS 153 requires that exchanges of non-monetary
assets are to be measured based on fair value and eliminates the exception for
exchanges of non-monetary, similar productive assets, and adds an exemption for
non-monetary exchanges that do not have commercial substance. SFAS 153 will be
effective for fiscal periods beginning after June 15, 2005. Management does not
believe that the adoption of this standard will have a material impact on the
Company's financial position or results of operations.


NOTE 3 - ACQUISITION OF SOCIETE SIRANNA S.A.R.L.
--------------------------------------------------------------------------------

By Agreement dated December 23, 2003 and completed January 19, 2004, Savoy
acquired 97% of the issued shares in the capital of Siranna in exchange for
22,500,000 restricted shares of Savoy's common stock. In addition, and in
accordance with the terms of the Agreement, Savoy granted a total of 27,900,000
stock options to replace an equivalent number of stock options previously
outstanding in Siranna, with terms and conditions consistent with the original
stock options.

 As a result of this transaction, the former holder of 97% of the issued and
outstanding shares of common stock of Siranna owned approximately 60% of the
shares of common stock of Savoy, representing 22,500,000 of the 37,770,000 total
issued and outstanding shares of Savoy's common stock as at the date of the
completion of the transaction.

This acquisition has been accounted for as a recapitalization using accounting
principles applicable to reverse acquisitions, with Siranna being treated as the
accounting parent (acquirer) and Savoy, the legal parent, being treated as the
accounting subsidiary (acquiree). The value assigned to the capital stock of
consolidated Savoy on acquisition of Siranna is equal to the book value of the
capital stock of Siranna plus the book value of the net assets (liabilities) of
Savoy as at the date of the acquisition.

The book value of Savoy's capital stock subsequent to the recapitalization is
calculated and allocated as follows:



                                      F-9
<PAGE>
SAVOY RESOURCES CORP.
(formerly Savoy Capital Investments, Inc.)
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31 2004
--------------------------------------------------------------------------------



NOTE 3 - ACQUISITION OF SOCIETE SIRANNA S.A.R.L. (cont'd)
--------------------------------------------------------------------------------

Siranna capital stock                                                  $    360
Savoy net assets (liabilities)                                           (2,938)
                                                                       --------

                                                                         (2,578)
Excess purchase price charged to deficit on reverse acquisition          40,348
                                                                       --------

Consolidated capital accounts post reverse acquisition                 $ 37,770
                                                                       ========

Allocated as follows:
         Capital stock                                                 $ 37,770
         Preferred stock                                                     --
         Additional paid-in capital                                          --
                                                                       --------

Consolidated capital accounts post reverse acquisition                 $ 37,770
                                                                       ========

These consolidated financial statements include the results of operations of
Siranna since September 24, 2002 (inception) and the results of operations of
Savoy since the date of the recapitalization effective January 19, 2004. Savoy
had no material operations for the period from January 1 to January 19, 2004.

The weighted average number of shares outstanding for the period from September
24, 2002 (inception) to January 19, 2004 is deemed to be 22,500,000, being the
number of shares issued by Savoy to effect the reverse acquisition of Siranna.

NOTE 4 - MINERAL PROPERTIES
--------------------------------------------------------------------------------

Siranna holds an operating permit to two gemstone exploration and development
properties, which are located in the province of Antsiranana, Republic of
Madagascar. The two gemstone exploration and development properties were
prospected, staked and registered with the Madagascar Ministry of Energy and
Mines, on behalf of Siranna by Siranna's resident geologist on February 27, 2003
and were contributed to Siranna for nominal consideration of $1. Savoy had
intended to develop a precious gemstone exploration and marketing business based
on Siranna's possession of full resource exploitation and gemstone exportation
permits.

On April 23, 2005, Savoy sold its 97% equity interest in Siranna to Mr. Robert
Slavik, a former officer and director who owns approximately 6% of the Company's
common stock, in consideration for his cancellation and return to treasury of
19,000,000 shares from his position of 21,000,000 shares. As part of this
agreement, Savoy agreed to issue 2,000,000 new shares of common stock to him.
The shares retained by Mr. Slavik and the newly-issued shares will be restricted
pursuant to Rule 144 of the General Rules and Regulations under the Securities
Act of 1933.


NOTE 5 - RELATED PARTY TRANSACTIONS
--------------------------------------------------------------------------------

During the year ended December 31, 2004, the Company entered into one-year
service agreements with current and former directors, an officer of the Company,
and a director of Siranna. The Company has incurred a total of $152,574
including bonuses to these parties under these agreements.

Directors fees totaling $20,000 were incurred in the year ended December 31,
2004 to Directors. In addition certain Directors incurred expenses and
management fees totaling $316,487 of which $141,096 was incurred by Siranna. At
December 31, 2004 $117,140 is owing to directors of which $14,187 is owing by
Siranna. The amounts are non-interest bearing and have no stated repayment
terms.

During the year ended December 31, 2004, amounts totaling $81,138 were advanced
to former directors. This amount has been recorded as advances receivable at
year end and will be offset in the second quarter of 2005 through the recovery
and cancellation of common shares pursuant to the settlement agreement as
detailed in Note 11.

On April 23, 2005, the Company sold its 97% equity interest in Siranna to a
director who resigned as a Director in May 2005. See Note 12.


                                      F-10

<PAGE>
SAVOY RESOURCES CORP.
(formerly Savoy Capital Investments, Inc.)
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31 2004
--------------------------------------------------------------------------------


NOTE 6 - INTEREST IN HEILONGJIANG JOINT VENTURE
--------------------------------------------------------------------------------

Effective May 20, 2004, the Company entered into an agreement with the First
Institute of Geology Exploration of Heilongjiang Province, China (the "First
Institute"), providing the contractual right to form a joint venture enterprise
(the "HJV") in accordance with the Laws of the People's Republic of China for
Chinese-Foreign Cooperative Joint Ventures. The HJV was formed in July of 2004
for the purpose of conducting gold and other mineral exploration, evaluation and
development in Heilongjiang Province and other areas of mutual interest in the
People's Republic of China ("PRC"). The formation of the HJV was approved by the
government of PRC and a business license was issued to the HJV on June 30, 2004.
Upon completion, the HJV will have total registered capital contributed of
approximately $5,000,000, of which $1,500,000 will be contributed by the First
Institute in the form of exploration licenses and $3,500,000 will be cash
contributions by the Company. The Company will account for its capital
contributions as mineral exploration and development costs until the required
capital has been registered and the Company has acquired a controlling interest
over the assets of the HJV. The Company will be required to contribute $500,000
by July 31, 2005, $1,000,000 by December 31, 2005, and the final $1,500,000 by
December 31, 2006. On August 24, 2004, the Company contributed $300,000 and on
April 5, 2005 an additional $200,000 was contributed. Upon contribution of an
additional $1,000,000 (total of $1,500,000) the Company will have earned a 40%
interest in the HJV. Upon the contribution of an additional of $500,000 (total
$2,000,000) the Company's interest will increase to 53%. Upon completion of the
required capital contributions totaling $3,500,000, the Company will have earned
a 70% interest in the joint venture.


NOTE 7- WRITE OFF OF JOINT VENTURE
--------------------------------------------------------------------------------

Effective January 22, 2004, the Company entered into a joint venture under the
laws of British Columbia for the purpose of identifying, acquiring and exploring
prospective resource opportunities in PRC. Participation in the joint venture
was to have been 50% by the Company and 50% by its joint venture partners,
subject to adjustments for any future disproportionate funding. The decisions of
the joint venture were to have been majority based on each partners'
participation interest. The Company contributed $45,759, representing a 50%
interest, which has been written off at December 31, 2004, as the Company did
not proceed with this opportunity.


NOTE 8 - CAPITAL STOCK
--------------------------------------------------------------------------------

The Company is authorized to issue up to 100,000,000 common shares with a par
value of $0.001 per share and 10,000,000 preferred shares with a par value of
$0.01. For the period from December 31, 2003 to January 18, 2004 (date of the
reverse acquisition), changes in Savoy's share capital and deficit were as
follows:
<TABLE>
<CAPTION>

                                                                                             Additional
                                                   Common Stock         Preferred Stock       Paid-in
                                                Number     Amount     Number      Received    Capital      Deficit        Total
                                              ----------------------------------------------------------------------------------

<S>                                           <C>          <C>         <C>        <C>         <C>         <C>           <C>
Balance, December 31, 2003, as previously
reported by Savoy                             14,271,000   $ 14,271    200,000    $  2,000    $   18,929  $  (38,138)   $ (2,938)
Issued for services                              999,000        999         --          --         8,991          --       9,990
Return and cancellation of preferred shares           --         --   (200,000)     (2,000)        2,000          --          --
Savoy net loss for the period from
January 1 to 18, 2004                                 --         --         --          --            --      (9,990)     (9,990)
                                              ----------------------------------------------------------------------------------
                                              15,270,000     15,270         --          --        29,920     (48,128)     (2,938)
Issued to effect reverse acquisition          22,500,000     22,500         --          --       (22,500)         --          --

                                              ----------------------------------------------------------------------------------

Balance, January 19, 2004                     37,770,000   $ 37,770         --    $     --    $    7,420  $  (48,128)   $ (2,938)
                                              ==================================================================================
</TABLE>

During the year ended December 31, 2002, Siranna received proceeds of $360 on
the issuance of 200 shares at a price of $1.80 per share.

Effective March 23, 2004, the Company completed a 3 for 1 forward stock split
increasing the number of shares of common stock then outstanding from 17,090,000
to 51,270,000. All references to shares of common stock issued and outstanding
in these consolidated financial statements have been restated as required to
reflect this forward stock split.

During the year ended December 31, 2004, 200,000 outstanding preferred shares
were returned to the Company for cancellation at no cost to the Company.



                                      F-11
<PAGE>
SAVOY RESOURCES CORP.
(formerly Savoy Capital Investments, Inc.)
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31 2004
--------------------------------------------------------------------------------


NOTE 8 - CAPITAL STOCK (cont'd)
--------------------------------------------------------------------------------

Prior to the reverse acquisition, Savoy issued 999,000 shares of common stock
for services with a fair value of $9,990.

The Company issued 22,500,000 shares of common stock to effect the reverse
acquisition of Siranna as described in Note 3.

Subsequent to the reverse acquisition, the Company issued a total of 27,900,000
shares of common stock on the exercise of stock options at $0.033 per share for
total proceeds of $930,000. The Company also issued 750,000 shares for services
valued at $150,000.

The Company completed a private placement on July 27, 2004, as amended August
16, 2004. The private placement is comprised of 3,750,000 units, with each unit
consisting of one share of common stock at a price of $0.08 per share and one
warrant at a price of $0.20 for a period of two years. Management has estimated
that the fair value of all the share purchase warrants associated with the
private placement is $30,000.

The Company completed a private placement on November 12, 2004 with EIB Capital
Corp. of 5,000,000 units consisting of 5,000,000 shares of common stock,
5,000,000 series A warrants exercisable at a price of $0.20 per share to
purchase 5,000,000 shares of common stock, and 5,000,000 series B warrants
whereby two series B warrants are exercisable at a price of $0.40 to purchase
one share of common stock. The Company paid a finder's fee of 5% ($30,000) of
the total purchase price in connection with the sale of the units. Management
has estimated the fair value of all of the stock purchase warrants to be
$60,000. At December 31, 2004 Savoy had received $335,000 in cash and a
subscription receivable of $265,000 was outstanding. Subsequent to December 31,
2004, a further $145,000 was received, and an amount of $120,000 of the private
placement was cancelled resulting in the cancellation of 1,000,000 common stock.

On February 8, 2005, this private placement was amended in consideration of EIB
Capital Corp. undertaking to fund $700,000 towards the second payment due under
the Heilongjiang joint venture and a commitment for $200,000 in working capital.
The warrants were amended as follows: Warrants consist of series A warrants
exercisable to purchase 4,000,000 shares of common stock, series B warrants
exercisable to purchase 4,000,000 shares of common stock and series C warrants
exercisable to purchase 4,000,000 shares. Five series A warrants are exercisable
to purchase seven shares of common stock for $1.40, five series B warrants are
exercisable to purchase seven shares of common stock for $2.80 and ten series C
warrants are exercisable to purchase one share of common stock for $0.20.

The Company announced, on January 2, 2005, and completed, on January 20, 2005,
the sale of units for $300,000 in cash consisting of 2,000,000 shares of common
stock and 2,000,000 warrants exercisable to purchase 2,000,000 shares of common
stock at $0.30 per share to January 2, 2007 and 2,000,000 warrants exercisable
to purchase 2,000,000 shares at $0.45 per share to January 2, 2007. Management's
estimate of the fair value of the stock purchase warrants is $30,000

On February 28, 2005, Savoy issued a total of 3,500,000 shares of common stock
valued at an aggregate of $525,000 to two individuals for services. Refer to
Note 12.

On April 1, 2005, Savoy sold 1,333,333 units, each unit consisting of one share
of common stock and one warrant exercisable to purchase one-half share of common
stock, to Alpha Capital Aktiengesellschaft for $200,000. Two warrants are
exercisable to purchase one share of common stock at $0.35. The fair value of
the warrants, in management's estimation, is $20,000.

On April 23, 2005, an officer and director of Savoy returned 19,000,000 shares
of common stock for cancellation contemporaneously with the Company's sale of
its equity interest in Siranna to him. The Company also issued 2,000,000
restricted shares of common stock to this individual as part of the transaction.
See Note 12.


                                      F-12

<PAGE>
SAVOY RESOURCES CORP.
(formerly Savoy Capital Investments, Inc.)
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31 2004
--------------------------------------------------------------------------------


NOTE 8 - CAPITAL STOCK (cont'd)
--------------------------------------------------------------------------------

Share Purchase Warrants
The Company's share purchase warrant activity is as follows:
                                                               Weighted Average
                                Number of    Weighted Average      Remaining
                                warrants     Exercise Price    Contractual Life
                               ------------------------------------------------

Balance, December 31, 2003             --   $           --
    Issued during the year     13,750,000             0.20      2.36 years
 Exercised during the year             --               --
   Expired during the year             --               --
                               ------------------------------------------------

Balance, December 31, 2004     13,750,000   $         0.20      2.50 years
                               ================================================

Stock Options
On January 2, 2004, the Board of Directors of the Company approved the adoption
of a new stock option plan (the "Plan") allowing for the granting of options
exercisable to purchase up to 27,900,000 shares of common stock to directors,
officers, employees and consultants of the Company and its former subsidiary.
Options granted under the Plan were at prices and for terms as determined by the
Board of Directors, with terms not to exceed 10 years. The Plan further provides
that the Board of Directors may grant to any key personnel of the Company who
are eligible to receive options, one or more incentive stock options at a price
not less than fair market value and for a period not to exceed 10 years from the
date of grant. Options and incentive stock options granted under the Plan may
have vesting requirements as determined by the Board of Directors.

In connection with the reverse acquisition as described in Note 3, the Company
granted stock options exercisable to purchase 27,900,000 shares of common stock
at $0.033 per share to previous holders of stock options in Siranna to replace
options previously granted by Siranna. In accordance with accounting principles
applicable to accounting for business combinations, the fair value of the stock
options granted in connection with a business combination is included in the
determination of the purchase price. The fair value of these options at the date
of grant of $NIL was estimated using the Black-Scholes option pricing model with
an expected life of three years, a risk-free interest rate of 2% and an expected
volatility of 0%. This volatility was determined on the basis that the options
were granted concurrent with the completion of the reverse acquisition and, as
such, no relevant historic market volatility had yet been established in the
trading of shares of the Company's common stock.

On August 1 2004, the Company granted 300,000 options pursuant to consulting
agreements for which a consulting expense of $42,000 was recorded during the
third quarter of 2004 representing the fair value of the options. The fair value
was estimated using the Black-Scholes option pricing model assuming an expected
life of 2 years, a risk-free interest rate of 3% and an expected volatility of
117%. The options were cancelled on April 7, 2005.

On September 1, 2004, the Company granted 100,000 options pursuant to consulting
agreements for which a consulting expense of $8,500 was recorded during the
third quarter of 2004 representing the fair value of the options. The fair value
was estimated using the Black-Scholes option pricing model assuming an expected
life of 1 to 1.92 years, a risk-free interest rate of 3% and an expected
volatility of 145%. The options were cancelled on April 7, 2005.

The Company's stock option activity is as follows:

                                             Weighted Average  Weighted Average
                                 Number of       Exercise        Remaining
                                  options         Price        Contractual Life
                                -----------------------------------------------

Balance, December 31, 2003               --    $          --
   Granted during the year       28,300,000             0.04       2.88 years
 Forfeited during the year               --               --
 Exercised during the year      (27,900,000)            0.033
 Cancelled during the year               --
                                -----------------------------------------------
Balance, December 31, 2004          400,000             0.47      1.47 years
                                ===============================================



                                      F-13
<PAGE>
SAVOY RESOURCES CORP.
(formerly Savoy Capital Investments, Inc.)
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31 2004
--------------------------------------------------------------------------------



NOTE 9 - COMMITMENTS
--------------------------------------------------------------------------------

In order to fund the gold and mineral exploration and development operations in
China, the Company is required to contribute an additional $3,000,000 to the HJV
by December 31, 2006, as described in Note 6.


NOTE 10 - INCOME TAXES
--------------------------------------------------------------------------------

The Company has incurred operating losses from inception to December 31, 2004
that may be available to offset future taxable income. The Company has adopted
FASB No. 109 for reporting purposes. The potential tax benefit of these losses
has not been recorded and a fully deferred tax asset valuation allowance has
been provided due to the uncertainty regarding the realization of these losses.


NOTE 11 - LEGAL PROCEEDINGS
--------------------------------------------------------------------------------

In December of 2004, nine plaintiffs filed a civil action, Case Number 04CV4894,
styled Byron Hampton, Floyd Wandler, Ryan Wandler, Louis Gheyle, Dimka Boussy,
676538 B.C. Ltd., Donna Koop, Cathy Tough and Platinum Resource Holding (sic),
Inc., Plaintiffs, versus Savoy Resources Corp., Robert Slavik, Weiguo Lang,
Patricia Cudd, Zhengli (sic) (Charles) Ge, Daniel S. McKinney and PacWest
Transfer, LLC, Defendants, in the District Court of El Paso County, Colorado
(the "Civil Action"), against seven defendants, including Savoy, the Company's
President/Chief Executive Officer and Board of Directors, its transfer agent and
its legal counsel. The plaintiffs claimed that the defendants wrongfully
cancelled and otherwise dispossessed them of a total of 17,867,250 shares of
common stock of Savoy owned collectively by them (the "Shares"). The Company
denied the allegations and filed a counterclaim against Mr. Floyd Wandler
alleging that he breached his fiduciary duty to Savoy. In January of 2005, the
Court granted a temporary restraining order enjoining the defendants from taking
any action whatsoever with respect to the Shares and any benefits obtained from
them and ordering the defendants to immediately provide a full accounting of any
sales or other dispositions of the Shares and any benefits received from them.
On May 13, 2005, Savoy and the other defendants, except Mr. Slavik (the
"Settling Defendants"), entered into a Settlement Agreement and Mutual Release
with the plaintiffs providing for dismissal with prejudice by the plaintiffs of
their pending claims and counterclaims against the Settling Defendants and the
Settling Defendants' dismissal with prejudice of their pending claims and
counterclaims against the plaintiffs in the Civil Action and against two of the
plaintiffs and two other individuals, as the defendants, in the civil action
number 04-cv-00290-EWN-CBS styled Savoy Resources Corp., a Colorado corporation,
Plaintiff, versus Floyd Wandler, Byron Hampton, Michael Gheyle and Robert Welch,
Defendants, filed in the United States District Court for the District of
Colorado. Savoy filed this case in February of 2005 against the defendants
seeking their disgorgement of short swing profits from purchases and sales of
common stock of Savoy in violation of Section 16(b) of the Securities Exchange
Act of 1934. As part of the settlement, the plaintiffs agreed to the
cancellation and return to treasury of 8,055,000 shares of common stock subject
to the Civil Action. The balance of 4,000,000 shares will be impounded in escrow
and released to the plaintiffs at the rate of 50,000 shares per week on the
first day of each week commencing September 1, 2005, through the last week of
April 2007.

The Company is the defendant in a civil action filed by Wall Street Investor
Resources Corp., a Maryland corporation, in the District Court of El Paso
County, Colorado, in April of 2005. The plaintiff seeks to recover damages for
alleged unpaid marketing consulting services of $28,221. The Company intends to
vigorously defend against the claim.





                                      F-14

<PAGE>
SAVOY RESOURCES CORP.
(formerly Savoy Capital Investments, Inc.)
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31 2004
--------------------------------------------------------------------------------



NOTE 12 - SUBSEQUENT EVENTS
--------------------------------------------------------------------------------

On January 20, 2005, the Company closed a private placement in reliance upon the
exemption from registration under Regulation S under the Securities Act of 1933
for the issuance of 2,000,000 units for $300,000 in cash consisting of 2,000,000
shares of common stock and Series A and B warrants exercisable to purchase a
total of 2,000,000 shares at $0.30 per share and 2,000,000 shares at $0.45 per
share respectively.

On February 28, 2005, Savoy issued a total of 3,500,000 restricted shares of
common stock valued at an aggregate of $525,000 to two individuals for legal and
consulting services. At December 31, 2004 $220,000 was owing to these two
individuals.

On March 22, 2005, Mr. Robert Slavik tendered his resignation from the offices
of President and Chief Executive Officer of Savoy. Also, on March 22, 2005, the
Board elected Mr. Arthur Johnson to serve as Savoy's President and Chief
Executive Officer to fill the vacancies in these offices created by Mr. Slavik's
resignation and to hold office for the unexpired portion of his term.
Additionally, on March 22, 2005, Mr. Michael G. Saner (C. Eng.) was appointed to
the Advisory Board. Ms. Therese Ramond resigned as Secretary of Savoy effective
as of March 31, 2005.

On April 1, 2005, Savoy sold 1,333,333 units, each unit consisting of one share
of common stock and one warrant exercisable to purchase one-half share of common
stock, to Alpha Capital Aktiengesellschaft for $200,000. Two warrants are
exercisable to purchase one share of common stock at $0.35. The Company relied
upon the exemption from registration under Regulation S under the Securities Act
of 1933 for the sale of the units.

On April 2, 2005, the Board elected Mr. Arthur Johnson and Ambassador William T.
Warden to serve as directors of Savoy. Directors hold office until the next
annual meeting of our stockholders and until their successors have been elected
and qualify. Also, on April 2, 2005, Dr. Weiguo Lang tendered his resignation
from the office of Chairman of the Board of Directors of Savoy and Ambassador
Warden was elected to serve as the Chairman of the Board of Directors to fill
the vacancy in this office created by Dr. Lang's resignation and to hold office
for the unexpired portion of Dr. Lang's term.

On April 23, 2005, the Company sold its 97% equity interest in Siranna to Mr.
Slavik in consideration for his cancellation and return to treasury of
19,000,000 common shares from his position of 21,000,000 common shares. As part
of this agreement, Savoy will issue 2,000,000 new shares of common stock to him.
The shares retained by Mr. Slavik and the newly-issued shares will be restricted
pursuant to Rule 144 of the General Rules and Regulations under the Securities
Act of 1933.

On May 10, 2005, Mr. Slavik submitted his resignation from the positions of
Chief Financial Officer, Principal Accounting Officer and director of the
Company. Mr. Johnson was elected to succeed Mr. Slavik in the offices of Chief
Financial Officer and Principal Accounting Officer for the unexpired portion of
his term. Also, on May 10, 2005, the Company cancelled and returned to treasury
1,000,000 units, including series A warrants exercisable to purchase 1,400,000
shares of common stock, series B warrants exercisable to purchase 1,400,000
shares of common stock and series C Warrants exercisable to purchase 300,000
shares, previously sold to EIB Capital. Savoy also cancelled the related
subscription receivable of $120,000.

On May 13, 2005, the Company entered into a Settlement Agreement and Mutual
Release with eight plaintiffs in the civil action, Case Number 04CV4894, filed
in the District Court of El Paso County, Colorado (the "Civil Action"),
providing for dismissal with prejudice by the plaintiffs of their pending claims
and counterclaims against Savoy and Savoy's dismissal with prejudice of its
pending claims and counterclaims against the plaintiffs in the Civil Action and
against two of the plaintiffs and two other individuals, as the defendants, in
the civil action number 04-cv-00290-EWN-CBS filed in the United States District
Court for the District of Colorado. As part of the settlement, the plaintiffs
agreed to cancellation and return to treasury of 8,055,000 shares of common
stock subject to the Civil Action. The balance of the previously issued
4,000,000 shares will be impounded in escrow and released to the plaintiffs at
the rate of 50,000 shares per week on the first day of each week commencing
September 1, 2005, through the last week of April 2007.



                                      F-15
<PAGE>



Item 8.     Changes In and Disagreements with Accountants on Accounting and
            Financial Disclosure

     On May 17, 2004, Comiskey & Company, P.C., our principal independent public
accountant, of 789 Sherman Street, Suite #440, Denver, Colorado 80203, resigned
in order to comply with the requirements of Section 203 of the Sarbanes Oxley
Act of 2002 with regard to audit partner rotation. Comiskey's reports on our
financial statements did not contain an adverse opinion or a disclaimer of
opinion, and were not qualified or modified as to uncertainty, audit scope or
accounting principles. During the fiscal years ended December 31, 2003 and 2002,
and the interim period preceding Comiskey's resignation, there were no
disagreements with Comiskey that were not resolved on any matter concerning
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to Comiskey's
satisfaction, would have caused Comiskey to make reference to the subject matter
of the disagreements in connection with its reports. There have been no
reportable events, as defined in Item 304(a)(1)(v) of Regulation S-B under the
Securities Exchange Act of 1934, during the fiscal years ended December 31, 2003
and 2002, and the interim period preceding Comiskey's resignation. Comiskey
furnished a letter dated May 17, 2004, addressed to the Securities and Exchange
Commission stating that it agrees with the above statements, a copy of which
letter is filed as Exhibit 16.1 to our Current Report on Form 8-K filed with the
Securities and Exchange Commission on May 18, 2004.

     On May 10, 2004, our Board of Directors approved and authorized the
engagement of Dale Matheson Carr-Hilton LaBonte, Chartered Accountants ("DMCL"),
of Suite 1700, 1140 West Pender Street, Vancouver, British Columbia, Canada V6E
4G1, as our principal independent accountant. During the most recent fiscal year
ended December 31, 2004, and the interim period prior to the date of this
report, we have not consulted DMCL regarding:


     o    the application of accounting principles to a specified transaction,
          either completed or proposed, or the type of audit opinion that might
          be rendered on our consolidated financial statements, and no written
          report or oral advice was provided to us that DMCL concluded was an
          important factor we considered in reaching a decision as to the
          accounting, auditing or financial reporting issue; or

     o    any matter that was either the subject of a disagreement, as that term
          is defined in Item 304(a)(1)(iv) of Regulation S-B and the related
          instructions to Item 304 of Regulation S-B, or a reportable event, as
          that term is defined in Item 304(a)(1)(iv) of Regulation S-B.

                                       23
<PAGE>

Item 8A. Controls and Procedures

     Our President, Chief Executive Officer, Chief Financial Officer and
Principal Accounting Officer (the "Certifying Officer") is responsible for
establishing and maintaining disclosure controls and procedures for Savoy
Resources. He has concluded, based upon his evaluation of these controls and
procedures as of a date within 90 days of filing of this report, that our
disclosure controls and procedures are effective to ensure that information
required to be disclosed by us in this report is accumulated and communicated to
our management to allow timely decisions regarding required disclosure. The
Certifying Officer also has indicated that there were no significant changes in
our internal controls or other factors that could significantly affect such
controls subsequent to the date of their evaluation, and there were no
corrective actions with regard to significant deficiencies or material weakness.
We are presently unable to provide segregation of duties within Savoy Resources
as a means of internal control. As a result, the Certifying Officer is presently
relying on assistance from our Board of Directors to provide short-term review
procedures until such time as additional funding is provided to hire additional
executives to segregate duties within the company.


                                    PART III

Item 9.      Directors, Executive Officers, Promoters and Control Persons;
             Compliance With Section 16(a) of the Exchange Act

Directors and Executive Officers

     Set forth below are the names, ages, positions with Savoy Resources and
business experience of our directors and executive officers.

       Name                   Age             Positions with Company
       ----                   ---             ----------------------

Arthur Johnson*                69        President,  Chief Executive Officer,
                                         Chief Financial Officer, Principal
                                         Accounting Officer and   Director

William T. Warden*             70        Chairman of the Board of Directors
                                         and Director

Weiguo Lang*                   46        Director

Zenghlin ("Charles") Ge        47        Director

Daniel S. Mckinney*            43        Director
------------------
       *Member of the audit committee.

                                       24
<PAGE>
General

     Directors hold office until the next annual meeting of our stockholders and
until their successors have been elected and qualify. Officers serve at the
pleasure of the Board of Directors. Mr. Johnson devotes approximately 85% of his
time, and Mr. Warden devotes approximately 30% of his time, to our business and
affairs. Mr. Lang devotes approximately 85% of his time, and Mr. Ge devotes
approximately 60% of his time, to the business and affairs of Savoy. Mr.
Mckinney devotes such time to Savoy as is necessary to attend meetings of the
Board of Directors. Set forth below under "Business Experience" is a description
of the business experience of our executive officers and directors. Except as
otherwise indicated below, no organization with which any of our directors is or
has been previously employed, affiliated or otherwise associated, is or has been
affiliated with us.

     Mr. Arthur Johnson has served as the President and Chief Executive Officer
of Savoy Resources since March 22, 2005. He has served as a director of Savoy
Resources since April 2, 2005, and as our Chief Financial Officer and Principal
Accounting Officer since May 10, 2005. Mr. Johnson has over 30 years of mining
management experience working with companies headquartered in Johannesburg,
South Africa. Since December 2004, he has served as the Chief Financial Officer
and a director of Centurion Gold Holdings, Inc., a publicly-traded, "junior"
(market capitalization of less than $50 million) gold company with principal
operations located in Primrose, South Africa. His responsibilities include
company expansion through acquisitions and oversight of corporate governance and
reporting requirements. Mr. Johnson served as the Chief Executive Officer, the
President and the Chairman of the Board of Directors of Centurion Gold Holdings
from June 2003 to December 2004. From February 1998 to April 2003, Mr. Johnson
served as the Managing Director of Century Minerals (Pty) Ltd., a resource
commodity trading house. He served as a director in Babcock International Group
and as a member of the Board of Directors of Skeat Mining for a period of 10
years. Mr. Johnson sold his own chrome business to SA Chrome, a public company.
He received a degree in commerce from the University of Cape Town, South Africa,
in 1955.

     Ambassador William T. Warden has served as Chairman of the Board of
Directors and a director of Savoy Resources since April 2, 2005. He served on
our advisory board from February 1, 2005, until his election to the Board of
Directors and as Chairman of the Board on April 2, 2005. Ambassador Warden
served from 1961 to July 1988 with Canada's Department of Foreign Affairs.
During his tenure with the Department, Ambassador Warden was Canada's Ambassador
to Nepal and High Commissioner to India from December 1983 to July 1986,
Canada's Ambassador to Pakistan and Consul General to Macau from June 1981 to
June 1983 and Canada's Consul General to Hong Kong from July 1977 to June 1981.
Since July 1990, Ambassador Warren has served as an International Election
Observer in numerous countries, including Nicaragua, Peru, Paraguay, Colombia,
Venezuela, Ecuador, Guatemala, El Salvador, the Dominican Republic and Zimbabwe.
His most recent duties as an International Election Observer were conducted in
Palestine's crucial elections in January 2005 following the death of Yasser
Arafat. Ambassador Warden has served on the board of directors of several
companies and institutions, none of which are publicly-held, including the
Centre for Affordable Water Sanitation Technology since October 2003, Operation
Eyesight Universal from October 1988 to October 2003, the western office of the
Canadian Foundation for the Americas from July 1998 to July 2000, the Canadian
Institute for Petroleum Industry Development from September 1990 to October
1994, the Japanese Executive Development Program from October 1988 to July 1991

                                       25
<PAGE>
and the Shastri Indo-Canadian Institute from July 1983 to 1986. From March 1994
to June 1999, he held the position of Chairman of the University of
Calgary-Gorbachev Foundation Joint Trust Fund. Ambassador Warden was the Special
Envoy to the Calgary Expo 2005 Corporation From March 1996 to June 1997. From
February 1987 to March 1988, he served as the Associate Chief of Protocol for
the Calgary Winter Olympics. Ambassador Warden has contributed to several
international events, including the Canadian visit of President Mikhail
Gorbachev, for which he was the primary organizer from 1992 to 1994 and the
Canada-India Opportunities Conference and the Canada-Latin America Trade
Conference, for which he served as Chairman from 1988 to 1990. From January to
August 2002, Ambassador Warden served as a director of the Centre for G8
Activities at the University of Calgary, Alberta, Canada. He was an adjunct
professor in the faculty of management of the University of Calgary and the
executive director of the University of Calgary's International Centre from
September 1988 to June 1998. From July 1986 to July 1988, Ambassador Warden was
a visiting professor in the political science department of the University of
Calgary. He received a Bachelor of Science degree from the University of Western
Ontario in 1955 and a Master's degree from the University of Tennessee in 1961.

     Mr. Weiguo Lang has served as a director of Savoy Resources since July 15,
2004. He served as Chairman of the Board of Directors of Savoy from July 15,
2004, through April 2, 2005. Since January 2003, Mr. Lang has served as the
President and a director of Tianjin Chinaquantum Investment and Trade Co., Ltd.,
a business consulting firm based in Tianjin, China. He has served, since March
1993, as the President and a director of Can Tech & Trade International Corp., a
privately-held, business consulting company in Vancouver, British Columbia. From
September 1999 to June 2004, Mr. Lang served as the Chairman of the Board of
Directors of Q-Net Technologies, Inc., a public, NASDAQ-listed company engaged
in high tech development. Mr. Lang obtained his B.Sc. from China and his M.Sc.
and Ph.D. from the University of Saskatchewan, Canada.

     Mr. Zhenglin "Charles" Ge has served as a director of Savoy Resources since
August 9, 2004. He has served as the President and Chief Executive Officer of
the First Institute of Geology Exploration of Heilongjiang Province, located in
Mudanjiang, China, since July 1975.

     Mr. Daniel S. Mckinney has served as a director of Savoy Resources since
August 2004. He is an investment banker and entrepreneur, who has established a
number of businesses over the last two decades. Since April 6, 1998, Mr.
Mckinney has served as the President, the Chief Executive Officer and a director
of Asia Properties, Inc., a publicly-traded, Bangkok-based real estate
development company organized in Nevada and co-founded by him. Since 1989, he
has been a director of Coldway Ltd., a closely-held, Hong-Kong-based investment
banking firm that he founded in 1989. Mr. Mckinney served as a director of
Cement Services, Ltd., a closely-held construction company based in Bangkok,
Thailand, from February 1994 to June 2003. From July 1999 to September 2001, he
served as a director of Sunflower (USA) Ltd., a public Nevada corporation with
an industrial facility in China engaged in the manufacture of copper pipe. Mr.
Mckinney was managing director of Mckinney International, a Hong Kong-based
gemstone and jewelry company, from June 1981 to December 1999 and Wynmere Ltd.,
Thailand, a direct selling jewelry company, from May 1984 to September 1987. In
1982, he founded the Hong Kong Gem & Jewelry show and acted as its director
until October 1984. Mr. Mckinney

                                       26
<PAGE>
graduated from Hong Kong International School in 1979 and attended Houston
Baptist University from 1979 to 1981. He speaks Cantonese, Thai, Malay and some
Portuguese.

Advisory Board

     Our Advisory Board is presently comprised of only one member, Mr. Michael
G. Saner. Set forth below under "Business Experience" is a description of his
business experience. Mr. Saner has not previously been employed, affiliated or
otherwise associated with any organization that is or has been affiliated with
us.

     Mr. Michael G. Saner (C. Eng.) has served as a member of our Advisory Board
since March 22, 2005. Mr. Saner has over 36 years of experience in over 17
countries in all aspects of the business of mineral and resource exploration,
including assessment, feasibility, development, operation and investment and
financing of commodities and deposit types. He has served as a director of
Centurion Gold Holdings since July 2004. From March 2002 to November 2004, Mr.
Saner was a consultant and advisor to the Governor of the Bank of Tanzania and
his cabinet, with responsibility for monitoring operations and costs at the
Buhemba Gold Mine in the Mara region of Tanzania. He was a technical/financial
advisor and consultant to Nedbank Ltd. in connection with sovereign loan
financing to Behemba Gold Mine from January 2000 to August 2002. From 1996 to
2000, Mr. Saner was a mineral industry consultant and project initiator and
developer of various mineral beneficiation projects, including companies
involved in chrome chemicals, industrial minerals, rare earths and alluvial
diamond deposits. He is a Fellow of the South African Institute of Mining and
Metallurgy and a member of the Institute of Materials, Minerals and Mining of
the United Kingdom. Mr. Saner received a Bachelor of Science degree in geology
from the University of Natal in 1967. He became a Chartered Engineer in the
United Kingdom in 1976 and a Professional Natural Scientist in February 1984.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

     Section 16(a) of the Securities Exchange Act of 1934 requires our executive
officers and directors, and persons who own more than 10% of a registered class
of our equity securities, to file with the Securities and Exchange Commission
initial statements of beneficial ownership on Form 3, reports of changes in
ownership on Form 4 and annual reports concerning their ownership on Form 5.
Executive officers, directors and greater than 10% stockholders are required by
Securities and Exchange Commission regulations to furnish us with copies of all
Section 16(a) reports they file. Mr. Weiguo Lang, a director of Savoy Resources,
has not yet filed an initial statement of beneficial ownership on Form 3 or an
annual report on Form 5 concerning his ownership as of December 31, 2004. To the
best of our knowledge, except for the foregoing reports, our executive officers,
directors and greater than 10% beneficial owners of our common stock, have
complied with the Section 16(a) filing requirements applicable to them during
the year ended December 31, 2004, and with respect to all subsequent events.

                                       27
<PAGE>

Corporate Governance

     Audit Committee, Charter and Audit Committee Financial Expert. We have a
separately designated, standing audit committee and audit committee charter as
required by the Securities Exchange Act of 1934. The members of the audit
committee are four of our five directors, including Messrs. Arthur Johnson,
William T. Warden, Weiguo Lang and Daniel S. Mckinney. A copy of our audit
committee charter is filed as an exhibit to this report. Our Board of Directors
has affirmatively determined that, in its judgment, each of Messrs. Lang and
Mckinney meets all applicable independence standards established by the New York
Stock Exchange. The Board of Directors has determined that none of the members
of the audit committee is an "audit committee financial expert" within the
meaning of rules and regulations adopted by the Securities and Exchange
Commission. However, our Board of Directors has determined that each of its
members is able to read and understand fundamental financial statements and has
substantial business experience that results in that member's financial
sophistication. Accordingly, the Board of Directors believes that each of its
members has the sufficient knowledge and experience necessary to fulfill the
duties and obligations of an audit committee member.

          Our audit committee is responsible for:

     o    selection and oversight of our independent public accountant;

     o    establishing procedures for the receipt, retention and treatment of
          complaints regarding accounting, internal controls and auditing
          matters;

     o    establishing procedures for the confidential, anonymous submission by
          our employees of concerns regarding accounting and auditing matters;

     o    engaging outside advisors; and

     o    funding for the outside auditory and any outside advisors'engagement
          by the audit committee.

     Disclosure Committee and Charter. We are in the process of organizing a
separately designated, standing disclosure committee and disclosure committee
charter. The purpose of the committee is to provide assistance to our senior
officers in fulfilling their responsibilities regarding the identification and
disclosure of material information about us and the accuracy, completeness and
timeliness of our financial reports. A copy of our disclosure committee charter
is filed as an exhibit to this report.

     Committees. The Board of Directors may designate from among its members an
executive committee and one or more other committees. No such committees have
been appointed.


                                       28
<PAGE>
     Code of Ethics. We have adopted a corporate code of ethics. A copy of the
code of ethics is filed as an exhibit to this report. We believe our code of
ethics is reasonably designed to:

     o    deter wrongdoing and promote honest and ethical conduct;

     o    provide full, fair, accurate, timely and understandable disclosure in
          public reports;

     o    comply with applicable laws;

     o    ensure prompt internal reporting of code violations; and

     o    provide accountability for adherence to the code.

     Conflicts of Interest. Certain conflicts of interest existed at December
31, 2004, and may continue to exist between Savoy Resources and our officers
and/or directors because of the fact that each has other business interests to
which he devotes his attention. Each officer and/or director may continue to do
so notwithstanding the fact that management time should be devoted to the
business and affairs of Savoy Resources.

     Certain conflicts of interest may exist between Savoy Resources and its
management, and conflicts may develop in the future. We have not established
policies or procedures for the resolution of current or potential conflicts of
interest among Savoy Resources, its officers and directors and/or affiliated
entities. There can be no assurance that management will resolve all conflicts
of interest in favor of Savoy Resources, and conflicts of interest may arise
that can be resolved only through the exercise by members of management of their
best judgment as may be consistent with their fiduciary duties. Our management
will try to resolve conflicts to the best advantage of all concerned, but there
may be times when an acquisition opportunity is given to another entity to the
disadvantage of our stockholders and for which there will be no recourse.


Item 10. Executive Compensation

         Mr. Andrew N. Peterie, Sr., served as our sole executive officer and
     director for each of the fiscal years ended December 31, 2003 and 2002. On
January 2, 2004, Mr. Peterie resigned and appointed Mr. Floyd Wandler as the
President, the Chairman of the Board of Directors and a director of Savoy
Resources. We paid Mr. Peterie for his consulting services to us from the date
of his resignation as an executive officer and director of Savoy Resources on
January 2, 2004, through June 30, 2004. On February 3, 2004, Mr. Wandler
appointed Messrs. Clint B. Sharples and Philip J. Walsh to be additional
directors of Savoy Resources. Mr. Sharples was elected to the position of
Secretary on April 7, 2004. Mr. Wandler received fees for consulting services
performed for Savoy Resources and he and Mr. Sharples were reimbursed for their
out-of-pocket expenses incurred for Savoy Resources' benefit. Neither Mr.
Wandler nor Mr. Sharples received any compensation under either of our
compensation plans or an option to purchase any of our securities. Mr. Walsh
received no compensation for his services to us.


                                       29
<PAGE>
     Mr. Walsh resigned as a director of Savoy Resources on May 7, 2004. On July
15, 2004, Messrs. Wandler and Sharples resigned as executive officers and
directors of Savoy Resources and elected Mr. Robert Slavik to be the President,
the Chief Executive Officer, the Chief Financial Officer, the Principal
Accounting Officer and a director of Savoy Resources and Mr. Weiguo Lang to be
the Chairman of the Board of Directors and a director of Savoy Resources.
Messrs. Zenghlin "Charles" Ge and Daniel S. Mckinney were elected to serve as
directors of Savoy Resources on August 17, 2004. We elected Ms. Therese Ramond
to serve in the position of Secretary on November 9, 2004. On February 1, 2005,
Mr. William T. Warden was elected to serve as a member of our advisory board. We
paid Mr. Slavik and Ms. Ramond consulting fees for their services to Savoy
Resources, and we reimbursed them and Messrs. Lang and Mckinney for certain of
their out-of-pocket expenses incurred on Savoy Resources' behalf, during the
2004 fiscal year. We granted Messrs. Slavik and Lang and Ms. Ramond options
under one of our compensation plans that were exercised to purchase shares of
our common stock at $0.10 per share.

     On March 22, 2005, Mr. Slavik resigned from the offices of President and
Chief Executive Officer of Savoy Resources, Mr. Arthur Johnson was elected to be
Mr. Slavik's successor in these positions and Mr. Michael G. Saner was elected
to serve on our advisory board. Ms. Ramond resigned as our Secretary effective
as of March 31, 2005. On April 2, 2005, Mr. Lang resigned as the Chairman of the
Board of Directors of Savoy Resources, Mr. William T. Warden was elected to
succeed Mr. Lang as Chairman of the Board and Mr. Johnson was elected to serve
as a director of Savoy Resources. On May 10, 2005, Mr. Slavik resigned from the
positions of Chief Financial Officer, Principal Accounting Officer and director
of Savoy Resources and Mr. Johnson was elected to succeed Mr. Slavik in the
offices of Chief Financial Officer and Principal Accounting Officer. For the
foreseeable future, neither Mr. Johnson, Mr. Warden nor Mr. Saner will receive
any compensation for their services performed in all capacities for us except
for reimbursement for their out-of-pocket expenses properly incurred for our
benefit.

     The following table sets forth information concerning the compensation of
our executive officers, including the dollar value of base salary and/or other
annual compensation earned, and the number of securities underlying stock
options granted, during the 2004, 2003 and 2002 fiscal years.




                                       30
<PAGE>
<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

                                                                 Long Term Compensation
                             Annual Compensation                         Awards
                          -------------------------        ------------------------------------
   (a)           (b)        (c)            (d)                  (e)                 (f)
Name and                               Other Annual          Restricted           Securities
Principal                              Compensation        Stock Award(s)         Underlying
Position        Year      Salary($)        ($)                  ($)            Options/SAR's(#)
-----------------------------------------------------------------------------------------------
<S>              <C>         <C>           <C>                 <C>                    <C>
Andrew N.        2004        $-0-          $35,000(1)          $-0-                  -0-
Peterie, Sr.,    2003        $-0-              $-0-            $-0-                  -0-
President,       2002        $-0-              $-0-            $-0-                  -0-
Secretary
and
Treasurer

Floyd            2004(2)     $-0-           $57,660(3)         $-0-                  -0-
Wandler,
President
and
Chairman
of the
Board of
Directors

Clint            2004(4)     $-0-            $4,054            $-0-                  -0-
Sharples,
Secretary

Robert           2004(5)     $-0-          $ 63,000(6)         $-0-              13,500,000
Slavik,
President,
Chief
Executive
Officer,
Chief
Financial
Officer and
Principal
Accounting
Officer

                                       31
<PAGE>


Weiguo           2004(5)     $-0-          $  5,000            $-0-               1,500,000
Lang,
Chairman
of the
Board of
Directors

Therese          2004(7)      $-0-          $36,450            $-0-               3,000,000
Ramond,
Secretary

Daniel S.        2004(8)      $-0-          $ 5,000            $-0-                  -0-
Mckinney
------------------
</TABLE>

     (1)  Fees for consulting services.

     (2)  Served from January 2 through July 15, 2004.

     (3)  Includes $14,392 in fees for consulting services and $43,268 as
          reimbursement for out-of-pocket expenses.

     (4)  Served from April 7 through July 15, 2004.

     (5)  Served from July 15 through December 31, 2004.

     (6)  Includes $16,000 in fees for consulting services to Siranna.

     (7)  Served from November 9 through December 31, 2004.

     (8)  Includes $26,450 in consulting fees for product marketing consulting
          services and $6,973 as reimbursement for out-of-pocket expenses.

     (9)  Served since August 17, 2004.

                                       32
<PAGE>
     The following table sets forth information concerning individual grants of
stock options made during the fiscal year ended December 31, 2004, to each of
the named executive officers.
<TABLE>
<CAPTION>

                      Option/SAR Grants in Last Fiscal Year
                                Individual Grants

   (a)                  (b)               (c)              (d)         (e)

                                         % of
                     Number of           Total
                    Securities        Options/SARs
                    Underlying         Granted to       Exercise
                    Options/SARs       Officers         or Base
                     Granted           in Fiscal         Price     Expiration
    Name               (#)                Year          ($/Sh)        Date
--------------------------------------------------------------------------------
<S>                <C>                    <C>            <C>         <C> <C>
Robert             13,500,000             48.4%          $0.10       1/2/07
Slavik,
President,
Chief
Executive
Officer,
Chief
Financial
Officer and
Principal
Accounting
Officer

Therese             3,000,000             10.8%          $0.10       1/2/07
Ramond,
Secretary

Weiguo              1,500,000              5.4%          $0.10       1/2/07
Lang,
Chairman
of the
Board of
Directors
</TABLE>

         The following table sets forth information concerning each exercise of
stock options during the fiscal year ended December 31, 2004, by each of the
named executive officers. At fiscal year-end, each executive officer had
exercised all stock options granted to him or her and there were no unexercised
options.

                                       33
<PAGE>
<TABLE>
<CAPTION>

         Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End
                                Option/SAR Values

      (a)              (b)            (c)                 (d)                (e)
                                                       Number Of
                                                       Securities          Value Of
                                                      Underlying         Unexercised
                                                      Unexercised        In-The-Money
                                                     Options/SAR's At   Options/SARs At
                      Shares          Value            FY-End (#)         FY-End ($)
                    Acquired On      Realized         Exercisable/       Exercisable/
    Name            Exercise (#)       ($)            Unexercisable      Unexercisable
-----------------------------------------------------------------------------------------
<S>                <C>                <C>              <C>                  <C>
Robert             13,500,000      $10,644,609         -0-                   $-0-
Slavik,
President,
Chief
Executive
Officer,
Chief
Financial
Officer and
Principal
Accounting
Officer

Therese            3,000,000       $   868,000        -0-                   $-0-
Ramond,
Secretary

Weiguo             1,500,000       $ 1,210,500        -0-                   $-0-
Lang,
Chairman
of the
Board of
Directors
</TABLE>

Compensation Plans

     We have two compensation plans, the Savoy Resources Capital Investments,
Inc. Stock Option Plan adopted in January of 2004 and the Savoy Resources
Capital Investments, Inc. Non-Employee Directors and Consultants Retainer Stock
Plan for the Year 2003 adopted in December of 2003, which we have used to
compensate consultants with stock options or restricted stock. Nine hundred
ninety-nine shares of common stock remain available for issuance under the 2003
plan and no shares are available for issuance under the 2004 plan. None of our
current executive officers or directors has received any compensation under
either plan, except Mr. Robert Slavik, who has agreed to resign as an officer
subsequent to the filing of this report.

                                       34
<PAGE>
Further, we do not, at present, provide our officers or employees with pension,
stock appreciation rights, long-term incentive or other plans. However, we may
establish various executive incentive plans and programs in the future. The
provisions of these plans and programs will be at the discretion of our Board of
Directors.

Compensation of Directors

     We have no standard arrangements for compensating our directors, other than
for the general reimbursement of out-of-pocket expenses properly incurred for
our benefit.

Indemnification

     Our Amended and Restated Articles of Incorporation include provisions to
indemnify our officers and directors and other persons against expenses,
judgments, fines and amounts paid in settlement in connection with threatened,
pending or completed suits or proceedings against those persons by reason of
serving or having served as officers, directors or in other capacities, except
in relation to matters with respect to which they shall be determined not to
have acted in good faith and in our best interests. With respect to matters as
to which our officers, directors and others are determined to be liable for
misconduct or negligence, including gross negligence, in the performance of
their duties to Savoy Resources, our Amended and Restated Articles of
Incorporation provide for indemnification only to the extent that the court in
which the action or suit is brought determines that the person is fairly and
reasonably entitled to indemnification for those expenses that the court deems
proper. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to officers, directors or persons controlling us
pursuant to the foregoing, we have been informed that, in the opinion of the
Securities and Exchange Commission, indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.


Item 11.   Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth certain information regarding the ownership
of our common stock as of May 17, 2005, by each stockholder known by us to be
the beneficial owner of more than 5% of our outstanding shares of common stock,
each director and executive officer and all directors and executive officers as
a group. Under the General Rules and Regulations of the Securities and Exchange
Commission, a person is deemed to be the beneficial owner of a security if the
person has or shares the power to vote or direct the voting, or dispose or
direct the disposition, of the security. Except as otherwise indicated, each
stockholder named in the table has sole voting and investment power with respect
to the shares beneficially owned.





                                       35
<PAGE>
<TABLE>
<CAPTION>

                                                Shares
    Name and Address of                      Beneficially             Percent
      Beneficial Owner                          Owned                 of Class
------------------------------               -------------            --------
<S>                                          <C>        <C>            <C>
EIB Capital Corp.
1037 42nd Street
Brooklyn, New York 11219                     16,400,000 (1)            25.6%

KLM Consulting
3090 O'Hara Lane
Surrey, British Columbia
Canada V4A 3E7                                7,500,000 (2)            11.7%

Jean Guy Lambert
1801 McGill College Avenue, Suite #1325
Montreal, Quebec
Canada H3A 2N4                                6,000,000 (3)             9.4%

Robert Slavik
26 Rue Saint Andre des Arts
Paris, France 75006                           4,000,000                 6.2%

Weiguo Lang
Suite 2302, Building 10, Jianqai SOHO
39 East Third Ring Road
Beijing, China                                1,500,000 (4)             2.3%

Arthur Johnson
18 George Avenue
2128 Rivonia
Johannesburg, RSA                                    -0-               00.0%

William T. Warden
43 Sunrise Way, Rural Route 1
Priddis, Alberta
Canada TOL 1WO                                       -0-               00.0%

Zhenglin ("Charles") Ge
Suite 501, Unit 3, Building 12
Ziyun 2 Area, Pingan Street
Mudanjiang, China                                    -0-               00.0%

Daniel S. Mckinney
F-12A-61 Mar Vista Resort
#1 Batu Ferringhi Road
Penang, Malaysia 11100                               -0-               00.0%

                                       36
<PAGE>
All Executive Officers and
  Directors as a Group (five
  persons)                                    1,500,000                 2.3%
------------------
</TABLE>

     (1) ) Includes 5,600,000 shares of common stock issuable upon the exercise
of series A warrants on or prior to February 7, 2008, of which five series A
warrants are exercisable to purchase seven shares of common stock for $1.40,
5,600,000 shares of common stock issuable upon the exercise of series B warrants
on or prior to February 7, 2009, of which five series B warrants are exercisable
to purchase seven shares of common stock for $2.80, and 1,200,000 shares of
common stock issuable upon the exercise of series C warrants on or prior to
February 7, 2009, of which ten series C warrants are exercisable to purchase one
share of common stock for $0.20 per share.

     (2) Includes 3,750,000 shares of common stock issuable upon the exercise of
warrants at $0.20 per share on or prior to August 15, 2006.

     (3) Includes 2,000,000 shares of common stock issuable upon the exercise of
series A warrants at $0.30 per share, and 2,000,000 shares of common stock
issuable upon the exercise of series B warrants at $0.45 per share, on or prior
to January 2, 2007.

     (4) Owned of record by Chinaquantum Investment and Trade Co. Ltd., a
corporation owned and managed by Mr. Lang.

     As of May 17, 2005, there were 64,003,333 shares of common stock issued and
outstanding, including 20,816,667 shares of common stock issuable upon the
exercise of outstanding warrants within 60 days of the date of this report.
Messrs. Arthur Johnson, William T. Warden, Weiguo Lang, Zhenglin ("Charles") Ge
and Daniel S. Mckinney serve as members of our Board of Directors. Mr. Johnson
is our President, Chief Executive Officer, Chief Financial Officer and Principal
Accounting Officer and Mr. Warden is Chairman of the Board of Directors.

     The following table sets forth certain information as of December 31, 2004,
regarding the Savoy Capital Investments, Inc. Non-Employee Directors and
Consultants Retainer Stock Plan for the Year 2003, under which shares of our
common stock are authorized for issuance. The plan was adopted without the
approval of our stockholders. The material features of the plan are described on
page 15 of this report under Item 5. "Market for Common Equity and Related
Stockholder Matters," subsection (c) "Securities Authorized for Issuance under
Equity Compensation Plans."


                                       37
<PAGE>
<TABLE>
<CAPTION>

                                      Shares Remaining
                        Shares to Be Issued         Weighted-Average          Available for Future
                         Upon Exercise of          Exercise Price of          Issuance (Excluding Shares
Name of Plan            Outstanding Options       Outstanding Options      Reflected in First Column)
------------            -------------------       -------------------     ---------------------------------
<S>                      <C>                       <C>                                <C>

Savoy Capital
Investments, Inc.
Non-Employee
Directors and
Consultants
Retainer Stock
Plan for the
Year 2003                      N/A                          N/A                       999

</TABLE>

Item 12. Certain Relationships and Related Transactions

     On January 19, 2004, we issued 22,500,000 shares of common stock to Mr.
Geoffrey Armstrong in exchange for his shares of Siranna, representing 97% of
Siranna's outstanding shares. Mr. Armstrong acquired the shares from Siranna in
consideration for services performed by him in connection with the organization
of the company on September 24, 2002, valued at a nominal amount. The
acquisition resulted in a change of control of Savoy Resources and, as a result
of the transaction, Siranna, a private Madagascar company, became a 97%-owned
subsidiary of Savoy Resources. Siranna owned two gemstone exploration properties
totaling 12.5 square kilometers located in northern Madagascar, together with
permits allowing for full resource exploitation and gemstone exportation. On
October 18, 2004, Mr. Armstrong transferred 21,000,000 of said 22,500,000 shares
to Mr. Robert Slavik. On April 23, 2005, Savoy Resources sold its 97% equity
interest in Siranna to Mr. Slavik in consideration for his agreement to the
cancellation and return to treasury of 19,000,000 of the 21,000,000 shares of
common stock, the retention by Mr. Slavik of 2,000,000 of said shares and the
issuance to him of 2,000,000 additional shares of common stock. Mr. Slavik
resigned as an officer and director of Savoy Resources on May 10, 2005.

     In early January of 2004, we granted Mr. Slavik options exercisable to
purchase 13,500,000 shares of our common stock. These options were exercised to
purchase a total of 12,900,000 shares of common stock for $430,000, or $0.033
per share, during the period from January 29 through April 29, 2004. In late
June of 2004, we cancelled and re-issued 5,281,625 of these shares of common
stock to Mr. Slavik and we issued an additional 500,000 shares of common stock
to him upon the exercise of options to purchase the shares for $16,667, or
$0.033 per share. Of these 5,781,625 shares of common stock, 5,181,625 shares
were cancelled and returned to treasury on May 11, 2005. The 4,000,000 shares of
common stock held by Mr. Slavik, including 2,000,000 shares retained by him from
the Siranna transaction and 2,000,000 newly-issued shares, represent 5.9% of our
outstanding common stock.

     In early January of 2004, we granted Tianjin Chinaquantum Investment and
Trade Co. Ltd., a corporation owned and managed by Mr. Weiguo Lang, a director
of Savoy, options

                                       38
<PAGE>
exercisable to purchase 1,500,000 shares of our common stock. These options were
exercised to purchase all 1,500,000 underlying shares of common stock for
$50,000, or $0.033 per share, on February 26, 2004. The 1,500,000 shares owned
by Tianjin Chinaquantum Investment and Trade Co. represent 2.2% of our
outstanding common stock.

     On August 16, 2004, we issued 3,750,000 units, each unit consisting of one
share of common stock and one warrant exercisable to purchase one share of
common stock at $0.20 per share through August 15, 2006, to KLM Consulting for
$300,000 in cash, or $0.08 per unit. After giving effect to exercise of the
warrants to purchase a total of 3,750,000 shares of common stock, KLM Consulting
owns 7,500,000 shares, representing 11.2% of our outstanding common stock.

     On November 12, 2004, we issued 5,000,000 units, each unit consisting of
one share of common stock, one series A warrant exercisable to purchase one
share of common stock at $0.20 per share through November 11, 2007, and one
series B warrant exercisable to purchase one-half share of common stock through
November 11, 2008, of which two series B warrants are exercisable to purchase
one share of common stock at $0.40, to EIB Capital Corp. Of the $600,000
purchase price for the units, we received $305,000 (net of a finder's fee of
$30,000) on or about November 12, 2004, and $175,000 during the period from
December through May of 2005. We agreed to register the shares of common stock
and the shares underlying the warrants with the Securities and Exchange
Commission upon EIB Capital's request. On February 8, 2005, we increased the
number of shares of common stock underlying the series A warrants from 5,000,000
to 7,000,000 shares and the number of shares underlying the series B warrants
from 2,500,000 to 7,000,000 shares, and extended the term of the series A
warrants through February 7, 2008, and the term of the Series B warrants through
February 7, 2009. Additionally, we included in each unit one series C warrant
exercisable to purchase three-tenths share of common stock through February 7,
2009, of which ten series C warrants are exercisable to purchase one share of
common stock at $0.20, and granted EIB Capital registration rights for the
additional shares of common stock underlying the warrants. As consideration for
the increase in the number of shares of common stock underlying the series A and
B warrants, the inclusion in the units of the series C warrants and the grant of
registration rights, EIB Capital provided us with an undertaking in the amount
of $700,000 to fund the second payment due under our joint venture agreement
with the First Institute of Heilongjiang Province, China, and a commitment for
$200,000 in working capital to be made available upon mutually acceptable terms
and conditions based upon market conditions. On May 10, 2005, we cancelled and
returned to treasury 20% of the units issued to EIB Capital, including 1,000,000
shares of common stock, 1,400,000 shares of common stock underlying the series A
warrants, 1,400,000 shares of common stock underlying the series B warrants and
300,000 shares underlying the series C warrants included in the units. After
giving effect to exercise of the warrants to purchase a total of 12,400,000
shares of common stock, EIB Capital owns 16,400,000 shares, representing 25% of
our outstanding common stock.

     On January 3, 2005, we issued 2,000,000 units, each unit consisting of one
share of common stock, one series A warrant exercisable to purchase one share of
common stock at $0.30 per share, and one series B warrant exercisable to
purchase one share at $0.45 per share, through January 2, 2007, to Mr. Jean Guy
Lambert for $300,000 in cash, or $0.15 per unit. After giving effect

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to exercise of the warrants to purchase a total of 4,000,000 shares of common
stock, Mr. Lambert owns 6,000,000 shares, representing 8.9% of our outstanding
common stock.

     On March 29, 2005, we issued 1,333,333 units, each unit consisting of one
share of common stock and one warrant exercisable to purchase one-half share of
common stock through March 28, 2008, of which two warrants are exercisable to
purchase one share of common stock at $0.35, to Alpha Capital Aktiengesellschaft
for $200,000 in cash, or $0.15 per unit. After giving effect to exercise of the
warrants to purchase a total of 666,667 shares of common stock, Alpha Capital
owns 2,000,000 shares, representing 3% of our outstanding common stock.

Item 13. Exhibits and Reports on Form 8-K

     (a) The exhibits required by Item 601 of Regulation S-B, as described in
the following index of exhibits, are incorporated by reference in, or filed
with, this report, as follows:

Item
Number                                      Description
------------   -----------------------------------------------------------------
      3.0      Articles of Incorporation of Savoy Resources Capital Investments,
               Inc., filed March 6, 1997. (Incorporated in this report by
               reference to Exhibit 3.1 to the Registration Statement on Form
               10-SB, File No. 000-32103, filed on December 8, 2000.)

      3.1      Amended and Restated Articles of Incorporation of Savoy Capital
               Investments, Inc., filed October 26, 1998. (Incorporated in this
               report by reference to Exhibit 3.2 to the Registration Statement
               on Form 10-SB, File No. 000-32103, filed on December 8, 2000.)

      3.2      Articles of Amendment to the Articles of Incorporation of Savoy
               Capital Investments, Inc., filed on March 23, 2004. (Incorporated
               in this report by reference to Exhibit 3.2 to the Annual Report
               on Form 10-KSB filed on April 26, 2004.)

      3.3      Bylaws of Savoy Capital Investments, Inc. (Incorporated in this
               report by reference to Exhibit 3.3 to the Registration Statement
               on Form 10-SB, File No. 000-32103, filed on December 8, 2000.)

      3.4      Amended Bylaws of Savoy Resources Corp.

      4.0      Form of stock certificate. (Incorporated in this report by
               reference to Exhibit 4.0 to the Annual Report on Form 10-KSB
               filed on April 3, 2001.)

      4.1      Savoy Capital Investments, Inc. Stock Option Plan. (Incorporated
               in this report by reference to Exhibit 4.1 to the Annual Report
               on Form 10-KSB filed on April 26, 2004.)

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<PAGE>
      4.2      Savoy Capital Investments, Inc. Non-Employee Directors and
               Consultants Retainer Stock Plan for the Year 2003. (Incorporated
               in this report by reference to Exhibit 4.2 to the Annual Report
               on Form 10-KSB filed on April 26, 2004.)

      4.3      Stock Option Plan Agreement dated January 2, 2004, between Savoy
               Capital Investments, Inc., and Robert T. Slavik as to 4,500,000
               shares of common stock. (Incorporated in this report by reference
               to Exhibit 4.3 to the Annual Report on Form 10-KSB filed on April
               26, 2004.)

      4.4      Stock Option Plan Agreement dated January 2, 2004, between Savoy
               Capital Investments, Inc., and Jean Bruno Besy Andriamanolo as to
               2,000,000 shares of common stock. (Incorporated in this report by
               reference to Exhibit 4.4 to the Annual Report on Form 10-KSB
               filed on April 26, 2004.)

      4.5      Stock Option Plan Agreement dated January 2, 2004, between Savoy
               Capital Investments, Inc., and Therese Ramond as to 1,000,000
               shares of common stock. (Incorporated in this report by reference
               to Exhibit 4.5 to the Annual Report on Form 10-KSB filed on April
               26, 2004.)

      4.6      Stock Option Plan Agreement dated January 2, 2004, between Savoy
               Capital Investments, Inc., and Katalin Williams as to 1,000,000
               shares of common stock. (Incorporated in this report by reference
               to Exhibit 4.6 to the Annual Report on Form 10-KSB filed on April
               26, 2004.)

      4.7      Stock Option Plan Agreement dated January 2, 2004, between Savoy
               Capital Investments, Inc., and Chinaquantum Investments Ltd. as
               to 500,000 shares of common stock. (Incorporated in this report
               by reference to Exhibit 4.7 to the Annual Report on Form 10-KSB
               filed on April 26, 2004.)

      4.8      Stock Option Plan Agreement dated January 8, 2004, between Savoy
               Capital Investments, Inc., and Devlin Jensen as to 300,000 shares
               of common stock. (Incorporated in this report by reference to
               Exhibit 4.8 to the Annual Report on Form 10-KSB filed on April
               26, 2004.)

      4.9      Stock Purchase Warrant dated August 16, 2004, of KLM Consulting
               exercisable to purchase 3,750,000 shares of common stock at $0.20
               per share through August 15, 2006.

     4.10      Series A Stock Purchase Warrant dated November 12, 2004, of EIB
               Capital Corp. exercisable to purchase 5,000,000 shares of common
               stock at $0.20 per share through November 11, 2007.

     4.11      Series B Stock Purchase Warrant dated November 12, 2004, of EIB
               Capital Corp. exercisable to purchase 2,500,000 shares of common
               stock through November 11, 2008, of which two series B warrants
               are exercisable to purchase one share of common stock at $0.40.

                                       41
<PAGE>
     4.12      Series A Stock Purchase Warrant dated January 3, 2005, of Jean
               Guy Lambert exercisable to purchase 2,000,000 shares of common
               stock at $0.30 per share through January 2, 2007.

     4.13      Series B Stock Purchase Warrant dated January 3, 2005, of Jean
               Guy Lambert exercisable to purchase 2,000,000 shares of common
               stock at $0.45 per share through January 20, 2007.

     4.14      Amended Series A Stock Purchase Warrant dated February 8, 2005,
               of EIB Capital Corp. exercisable to purchase 7,000,000 shares of
               common stock through February 7, 2008, of which five series A
               warrants are exercisable to purchase seven shares of common stock
               at $1.40.

     4.15      Amended Series B Stock Purchase Warrant dated February 8, 2005,
               of EIB Capital Corp. exercisable to purchase 7,000,000 shares of
               common stock through February 7, 2009, of which five series B
               warrants are exercisable to purchase seven shares of common stock
               at $2.80.

     4.16      Series C Stock Purchase Warrant dated February 8, 2005, of EIB
               Capital Corp. exercisable to purchase 1,500,000 shares of common
               stock through February 7, 2009, of which ten series C warrants
               are exercisable to purchase one shares of common stock at $0.20.

     4.17      Stock Purchase Warrant dated March 29, 2005, of Alpha Capital
               Aktiengesellschaft exercisable to purchase 666,667 shares of
               common stock at $0.20 per share through March 28, 2008, of which
               two Warrants are exercisable to purchase one share at an exercise
               price of $0.35.

     10.0      Share Purchase Agreement dated December 23, 2003, between Savoy
               Capital Investments, Inc., and Geoffrey Armstrong with regard to
               the issuance of 7,500,000 shares of common stock in exchange for
               97% of Siranna. (Incorporated in this report by reference to
               Exhibit 10.0 to the Annual Report on Form 10-KSB filed on April
               26, 2004.)

     10.1      Executive Services Agreement dated January 2, 2004, between Savoy
               Capital Investments, Inc., and Robert Slavik. (Incorporated in
               this report by reference to Exhibit 10.1 to the Annual Report on
               Form 10-KSB filed on April 26, 2004.)

     10.2      Consulting Services Agreement dated January 2, 2004, between
               Savoy Capital Investments, Inc., and Robert T. Slavik of Pacific
               Gems Trading. (Incorporated in this report by reference to
               Exhibit 10.2 to the Annual Report on Form 10-KSB filed on April
               26, 2004.)

     10.3      Consulting Services Agreement dated January 2, 2004, between
               Savoy Capital Investments, Inc., and Jean Bruno Besy
               Andriamanolo. (Incorporated in this report by reference to
               Exhibit 10.3 to the Annual Report on Form 10-KSB filed on April
               26, 2004.)

                                       42
<PAGE>
     10.4      Consulting Services Agreement dated January 2, 2004, between
               Savoy Capital Investments, Inc., and Weiguo Lang of Chinaquantum
               Investments Ltd. (Incorporated in this report by reference to
               Exhibit 10.4 to the Annual Report on Form 10-KSB filed on April
               26, 2004.)

     10.5      Consulting Services Agreement dated January 2, 2004, between
               Savoy Capital Investments, Inc., and Byron Hampton. (Incorporated
               in this report by reference to Exhibit 10.5 to the Annual Report
               on Form 10-KSB filed on April 26, 2004.)

     10.6      Consulting Services Agreement dated January 2, 2004, between
               Savoy Capital Investments, Inc., and Geoffrey Armstrong.
               (Incorporated in this report by reference to Exhibit 10.6 to the
               Annual Report on Form 10-KSB filed on April 26, 2004.)

     10.7      Product Marketing Consulting Services Agreement dated January 2,
               2004, between Savoy Capital Investments, Inc, and Therese Ramond.
               (Incorporated in this report by reference to Exhibit 10.7 to the
               Annual Report on Form 10-KSB filed on April 26, 2004.)

     10.8      Product Marketing Consulting Services Agreement dated January 2,
               2004, between Savoy Capital Investments, Inc., and Katalin
               Williams. (Incorporated in this report by reference to Exhibit
               10.8 to the Annual Report on Form 10-KSB filed on April 26,
               2004.)

     10.9      Business Consultant Services Agreement dated January 2, 2004,
               between Savoy Capital Investments, Inc., and Art Charpentier.
               (Incorporated in this report by reference to Exhibit 10.9 to the
               Annual Report on Form 10-KSB filed on April 26, 2004.)

    10.10      Consulting Agreement dated February 3, 2004, between Savoy
               Capital Investments, Inc., and Andrew N. Peterie, Sr.
               (Incorporated in this report by reference to Exhibit 10.10 to the
               Annual Report on Form 10-KSB filed on April 26, 2004.)

    10.11      Mutual Release and Indemnification Agreement dated July 15, 2004,
               between Savoy Resources Corp., Geoffrey Armstrong and Robert
               Slavik, on the one hand, and Floyd Wandler and Clint Sharlples,
               on the other hand.

    10.12      Subscription Agreement dated August 16, 2004, between Savoy
               Resources Corp. and KLM Consulting as to 3,750,000 units, each
               unit consisting of one share of common stock and one warrant
               exercisable to purchase one share of common stock at $0.20 per
               share through August 15, 2006.

                                       43
<PAGE>
    10.13      Securities Purchase Agreement dated November 12, 2004, between
               Savoy Resources Corp. and EIB Capital Corp as to 5,000,000 units,
               each unit consisting of one share of common stock, one series A
               warrant exercisable to purchase one share of common stock at
               $0.20 per share through November 11, 2007, and one series B
               warrant exercisable to purchase one-half share of common stock
               through November 11, 2008, of which two series B warrants are
               exercisable to purchase one share of common stock at $0.40.

    10.14      Subscription Agreement dated January 3, 2005, between Savoy
               Resources Corp. and Jean Guy Lambert as to 2,000,000 units, each
               unit consisting of one share of common stock, one series A
               warrant exercisable to purchase one share of common stock at
               $0.30 per share, and one series B warrant exercisable to purchase
               one share of common stock at $0.45 per share, through January 2,
               2007.

    10.15      Amended Securities Purchase Agreement dated February 8, 2005,
               between Savoy Resources Corp. and EIB Capital Corp as to
               5,000,000 units, each unit consisting of one share of common
               stock, one series A warrant exercisable to purchase one and
               two-fifths shares of common stock through February 8, 2008, of
               which five series A warrants are exercisable to purchase seven
               shares of common stock at $1.40, one series B warrant exercisable
               to purchase one and two-fifths shares of common stock through
               February 8, 2009, of which five series B warrants are exercisable
               to purchase seven shares of common stock at $2.80, and one series
               C warrant exercisable to purchase three-tenths share of common
               stock through February 8, 2009, of which ten series C warrants
               are exercisable to purchase one share of common stock at $0.20.

    10.16      Agreement for the Sale and Cancellation of Shares of Common Stock
               of Savoy Resources Corp. and Sale of Shares of Societe Siranna
               S.A.R.L. dated April 23, 2005, between Savoy Resources Corp. and
               Robert Slavik.

    10.17      Subscription Agreement dated March 29, 2005, between Savoy
               Resources Corp. and Alpha Capital Aktiengesellschaft as to
               1,333,333 units, each unit consisting of one share of common
               stock and one warrant exercisable to purchase one-half share of
               common stock at $0.20 per share through March 28, 2008, of which
               two warrants are exercisable to purchase one share of common
               stockat an exercise price of $0.35.

   10.18       Addendum to Contract Between the First Institute of Geology
               Exploration of Heilongjiang Province and Savoy Resources Corp.
               dated May 11, 2005.

   10.19       Settlement Agreement and Mutual Release dated May 13, 2005,
               between Byron Hampton, Floyd Wandler, Ryan Wandler, Louis Gheyle,
               Dimka Boussy, 676538 B.C. Ltd., Donna Koop, Cathy Tough and
               Platinum Resource Holdings, Inc., on the one hand, and Savoy
               Resources Corp., PacWest Transfer, LLC, Weiguo Lang, Patricia
               Cudd and Daniel S. Mckinney, on the other hand.

     14.0      Code of Ethics.

     31.1      Certificate pursuant to Rule 13a-14a.

     32.1      Certificate pursuant to 18 U.S.C. (xi)1350.


                                       44
<PAGE>
     99.1      Audit Committee Charter.

     99.1      Disclosure Committee Charter.

     (b) No reports on Form 8-K were filed during the last quarter of the fiscal
year ended December 31, 2004.


Item 14. Principal Accountant Fees and Services.

     Appointment of Independent Auditor and Fees. Dale Matheson Carr-Hilton
LaBonte, Chartered Accountants, of Suite 1700, 1140 West Pender Street,
Vancouver, British Columbia, Canada V6E 4G1, served as our independent auditors
for the fiscal year ended December 31, 2004. We paid Dale Matheson Carr-Hilton
LaBonte approximately $42,000 in fees for the year ended December 31, 2004, for
professional services rendered for the audit of our annual financial statements,
the review of financial statements included in our quarterly reports on Form
10-QSB and services that they normally provide in connection with statutory and
regulatory filings or engagements for that fiscal year.

     We established a separately-designated, standing audit committee in January
of 2004, which presently consists of four of the six members of our Board of
Directors. Under procedures established by the Board of Directors, the audit
committee will be required to pre-approve all audit and non-audit services
performed by our independent auditor to ensure that the provisions of these
services do not impair the auditor's independence.

     Each year, the audit committee will review with management and the
independent auditor the types of services that are likely to be required
throughout the year. Those services are comprised of four categories, including
audit services, audit-related services, tax services and all other permissible
services. At that time, the audit committee will pre-approve a list of specific
services that may be provided within each of these categories, and set fee
limits for each specific service or project. Management will then be authorized
to engage the independent auditor to perform the pre-approved services as needed
throughout the year, subject to providing the audit committee with regular
updates. The audit committee will review all billings submitted by the
independent auditor on a regular basis to ensure that the services do not exceed
pre-defined limits. The audit committee must review and approve in advance, on a
case-by-case basis, all other projects, services and fees to be performed by or
paid to the independent auditor. The audit committee also must approve in
advance any fees for pre-approved services that exceed the pre-established
limits, as described above.

     Under company policy and/or applicable rules and regulations, the
independent auditor is prohibited from providing the following types of services
to us:

     o    bookkeeping or other services related to our accounting records or
          financial statements;

     o    financial information systems design and implementation;

     o    appraisal or valuation services, fairness opinions or
          contribution-in-kind reports;

     o    actuarial services;

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<PAGE>
     o    internal audit outsourcing services,

     o    management functions;

     o    human resources;

     o    legal services;

     o    broker-dealer, investment advisor or investment banking services; and

     o    expert services unrelated to audit.


                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                          SAVOY RESOURCES CORP.



Date:  May 19, 2005                       By: /s/ Arthur Johnson
                                              -----------------------------
                                              Arthur Johnson, President,
                                              Chief Executive Officer,
                                              Chief Financial Officer  and
                                              Principal Accounting Officer

     In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the date indicated.



Date:  May 19, 2005                           /s/ Arthur Johnson
                                              ---------------------------------
                                              Arthur Johnson, President,
                                              Chief Executive Officer,
                                              Chief Financial Officer,
                                              Principal Accounting Officer and
                                              Director (Principal Executive,
                                              Financial and Accounting Officer)



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